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Ernest W. Williams

Direct Phone: 502.560.4243

Ernest W. Williams

Ernie is a Member in Stoll Keenon Ogden’s Louisville office and had been with the firm for more than 40 years. He is Chair of the Mergers & Acquisitions practice and is part of the Securities & Corporate Governance practice group.

Working with clients in Kentucky and throughout the U.S., Ernie focuses on business acquisitions and dispositions, entity structures, and distribution and supply agreements. A highlight of his decades-long career is his contribution in structuring a $238-million transaction involving the sale of California-based wine brands by a major wine and spirits corporation.

For his many legal accomplishments, Ernie is AV Preeminent® Peer Review Rated by Martindale-Hubbell®, and he has been listed in Best Lawyers in America® for nearly 20 consecutive years.

Active in the professional community, Ernie has lectured for the Louisville Bar Association and Lorman Education Services. He also serves on the board of directors for Kentucky Opera and Childplace Inc.

Mergers & Acquisitions: Ernie is the leader of a skilled team of attorneys who represent buyers and sellers of businesses in acquisitions and dispositions, mergers and joint ventures, entity formation and structuring, and transactions between business owners.

An example of Ernie’s leadership is this practice group is his involvement in regional roll-up transactions. With this strategy, he helps service businesses sell their practices, while retaining a portion of the sale price in the form of equity in the acquirer’s business.

The businesses Ernie has helped through roll-ups span from medical companies to investment firms. His work includes the negotiation of initial letters of intent, support in providing due diligence materials to the acquirer, review and negotiation of acquisition agreements, review of the acquirer’s organizational documents, review of employment and noncompetition agreements, assistance with third-party consents and closing of transactions.

Securities & Corporate Governance: Stocks are often part of business acquisitions, and Ernie advises clients on structuring deals that include both privately issued and publicly registered securities offerings.

Business Services: From locally owned companies to international corporations, Ernie represents clients involved in a broad range of business activities, particularly in the areas of mergers and acquisitions.

Business Owner Disputes: Ernie regularly advises business owners in navigating disputes relating to dissenters’ rights actions, directors’ and officers’ liabilities, business succession, and a range of other concerns.

Alcohol & Hospitality: Addressing the unique challenges facing the distilling industry is another area where Ernie has substantial expertise. Along with negotiations and documentation associated with mergers and acquisitions, Ernie assists beverage alcohol clients with regulatory compliance licensing issues and provides representation regarding production, warehousing, advertising, labeling and packaging.

 

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.

Represented defendants in STUMLER, Plaintiff-Appellant, v. FERRY-MORSE SEED COMPANY et al., Defendants-Appellees, No. 80-1864, UNITED STATES COURT OF APPEALS, SEVENTH CIRCUIT, 644 F.2d 667 1981 U.S. App. LEXIS 19241 30 U.C.C. Rep. Serv. (Callaghan) 1590 CCH Prod. Liab. Rep. P8948 (1981).