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Ernest W. Williams

Work Highlights

Ending a Derivative Action by a Merger and Dissenter Rights

When a small minority of the shareholders prevailed in derivative action, SKO was brought in to advise the majority owners. A merger transaction both ended the derivative action by depriving the minority of standing and provided a means of redeeming their shares so similar suits may not be brought in the future. The minority shareholders initiated a dissenter rights action, which was resolved on a valuation favorable to our client.

Defending Against a Threatened Change in Control

When a dissident group of shareholders threatened to alter the structure of the board and thereby take control of the corporation, SKO advised the incumbent board on how to structure an asset sale to a related company that preserved existing relationships.

Sale of California-based Wine Business

Represented a major wine and spirits corporation in the sale of its Hopland, California-based wine brands to another business based in Santiago, Chile. The $238 million transaction was structured as a stock purchase.

Acquisition of Aggregate Processing & Handling Business

Represented a holding company in its acquisition of a business that designs, fabricates, installs and maintains aggregate processing and handling equipment.

Purchase of Vodka Brand

Represented a major wine and spirits corporation and its Polish subsidiary in the purchase of a vodka brand.  The purchase included worldwide trademarks for the brand and related transition agreements for production and distribution. 

Purchase of Gas/Food Marts

Represented an oil company in the purchase of the assets and business of six gas and food mart locations. 

Acquisition of Multi-National Tobacco Supplier

Represented a major corporation in its purchase of the shares of a multi-national tobacco supplier headquartered in Utrecht, the Netherlands. The supplier and its subsidiaries are major suppliers of tobacco to the cigar and smokeless products industry. The transaction involved operations located in Brazil, Cameroon, Columbia, Dominican Republic, Indonesia, Paraguay and The Philippines, with subsidiaries located in those and other jurisdictions.

Merger of Fire, Energy & Security Systems Companies

Represented the owners of an installer and servicer of fire, energy and security monitoring systems for governmental customers in a merger.

Stock Split for Publicly-Traded Company

Stock split in the form of a Stock Dividend for an NYSE-listed issuer with two classes of listed stock, including accompanying proxy solicitation, registration with NYSE and public disclosure guidance.