Meg E. Manchester

Miles & Stockbridge represented a building services client in its acquisition of a New England-based environmental systems company, expanding the client's energy and sustainability platform. The deal closed within 45 days of first sending transaction documents, addressed environmental issues at an adjacent property and used a “bolt-on” representations-and-warranties insurance product tailored to private-equity roll-up platforms.

Miles & Stockbridge represented a data center cooling solutions manufacturer in its sale to a full-service HVAC provider. The transaction — which closed in just nine weeks from letter of intent — required broad cross-disciplinary expertise including tax, real estate, antitrust, employee benefits, employment and intellectual property. The buyer was represented by counsel from a major national firm.

Advised Merritt Properties and helped secure a $750 million strategic investment led by global investment firm Centerbridge Partners, positioning the privately held commercial real estate leader for its next phase of growth.  For decades, Miles & Stockbridge has served as a trusted legal advisor to Merritt, supporting the company's growth across its business. Building on that longstanding relationship, the firm advised Merritt through this transformative transaction, helping the company navigate complex corporate, financing, tax and regulatory issues while advancing its long-term business objectives.

Represented a cybersecurity and IT services provider serving credit unions and nonprofits in its acquisition by an IT services platform managed by a private equity firm for consideration of up to $30 million. The transaction included cash, rollover equity, an earnout and employment agreements, with workstreams covering corporate, tax, benefits (including a phantom equity plan), labor and employment and privacy/CUSO matters.

Miles & Stockbridge represented a distributor of electrical parts, lighting products and commercial shading solutions in a part-sale, part-rollover transaction with a private equity sponsor utilizing representations and warranties insurance, which required additional scrutiny of the seller’s diligence profile. The team navigated and resolved extensive diligence obstacles, including state sales and use tax exposures and employee benefits issues. They significantly reduced the buyer’s proposed client-transition holdback, negotiating a clean exit for two retiring partners and obtained favorable rollover equity and governance terms for the continuing partners.

Assisted government contracting company with business succession planning matters. Advice included the implementation of certain profits interest and phantom equity plans for key employees, life insurance policy planning to fund tax-efficient share repurchases, and an entity value “freeze transaction” designed to minimize potential estate tax issues for senior generation of shareholders while allowing younger generation to participate in growth and appreciation in a tax-favorable manner.

Prior to joining Miles & Stockbridge, Meg advised licensed and chartered medical cannabis enterprise on various tax matters including the implementation of a corporate restructuring plan to mitigate the of impact of Code Section 280E, resulting in significant federal income tax savings.

Represented a strategic acquirer in its acquisition of a multi-national IT management and technology solutions provider. Detailed analysis and tax planning were provided to implement a complex tax-efficient acquisition structure, which included advice and planning to minimize post-acquisition U.S. tax on multinational operations. Worked in consultation with local counsel in Canada, India, and the U.K. in order minimize stamp and duty taxes, to provide tax related due diligence and risk assessment support, and to negotiate tax provisions of agreement.