Growing a business is challenging, even with the opportunities offered by today’s global marketplace. Expanding your product and service offerings to your customers requires a strategic vision and focused plan, as well as the resources to pull it all together.

Halma, p.l.c., is an international group of technology companies with its headquarters outside of London, England. Halma has worked with Dinsmore for nearly 25 years. In that time, Dinsmore has represented Halma through a multitude of acquisitions, both domestically and abroad, as Halma has grown to become a global leader in health and safety technology.

When the opportunity recently arose to acquire two companies to boost Halma’s Health and Analysis sector, the company again turned to Dinsmore for counsel. The acquisitions of California-based Sensorex, Inc. and Pennsylvania-based Accutome, Inc., offered myriad challenges. As the deals progressed, it appeared Halma would be able to announce the closings of both transactions to the Stock Exchange on the same day.

Our team worked to structure the asset purchase of Sensorex for $37.5 million and the stock purchase of Accutome for an initial payment of $20 million, handling everything from negotiating and drafting the documents to managing the legal due diligence for both transactions. We assisted Halma with the intellectual property, benefits and employment components of each deal and assisted with all details of closing.

On the Accutome deal, we were faced with the unique task of sequentially structuring the deal to comply with tax law related to the acquisition of Accutome’s Dutch subsidiary. Because of the tax implications of acquiring a subsidiary through one Halma affiliate, while acquiring the parent company through another affiliate, we were asked to ensure that the transaction involving the subsidiary was closed before the U.S. transaction was completed. This required that we coordinate compliance with Dutch requirements in real time, in order to complete the transaction prior to opening of the European markets.

Accutome is primarily known for designing diagnostic equipment used to identify eye conditions and for innovative surgical instruments. Sensorex, a manufacturer of electrochemical water sensors, will enable Halma to enhance its water analysis and water quality programs. Assisted by Dinsmore’s counsel, Halma continues to grow and expand its product offerings to clients and position itself as an industry leader.

Baseball is about as “American” as you can get, and USA Baseball has been the national governing body for amateur baseball since 1978, including representing the United States as a member of the U.S. Olympic Committee and internationally as a member of the World Baseball Softball Confederation.  

“Our first interaction with Dinsmore was in the area of IP and trademark protection, but as our organization and needs have changed, our counsel has not,” said Paul Seiler, Executive Director/CEO of USA Baseball.

“That’s due to the fact Dinsmore is a full service team that provides for all of our legal needs, from contract work to real estate guidance to sponsor relations. This allows USA Baseball to be connected across all of our business units with a common and knowledgeable firm that understands who we are, in all facets of our operations,” he added.  

Dinsmore serves as USA Baseball’s outside general counsel and handles all legal issues for the organization, including intellectual property, data protection, corporate, litigation, employment and finance.  Among recent work, Dinsmore provided legal support to USA Baseball’s efforts to develop and implement a performance standard for non-wood bats used in youth baseball.  This work began several years ago and, ultimately, reached a variety of legal areas including intellectual property, corporate, licensing, insurance and agreement work.  The performance standard was announced on August 7, 2015, and on January 1, 2018, USA Baseball’s National Member Organizations will require non-wood youth bats meet the performance standard, which will be indicated by the USA Baseball trademark on bats that have passed performance testing.  

“One of our former board members had a saying, ‘You do business with your friends.’  And while perhaps not always literal or possible in business, in this case it is,” Seiler said.  “Our decision to have Dinsmore represent USA Baseball is based on the relationship we have, as well as for the quality counsel provided on a daily basis.”  

As the national governing body of amateur baseball, USA Baseball engages with nearly every major national amateur baseball organization in America, which equates to millions of amateur players in ballparks and playgrounds across the country. The organization also promotes and develops the game on a grassroots level nationally and internationally.  Dinsmore attorneys have assisted the organization with finance and real estate work related to further development of USA Baseball’s National Training Complex in Cary, North Carolina.

“The great thing about our relationship with Dinsmore is that we know our best interests are always being looked out for.  We never feel like we are just a client.  For that matter, I don’t think we even use that word (client) when referencing our partnership,” Seiler said.  “Dinsmore is an impactful brand in the legal world, yet it would be hard to argue that we have a more personal relationship with anyone we do business with.”