Business and Corporate Practice
Our business law practice includes a range of public and private businesses in the following areas:
MERGERS AND ACQUISITIONS
We have significant experience in mergers, acquisitions, buyouts, asset exchanges, divestitures, recapitalizations, alliances, joint ventures and other deal-related matters. We assist clients on initial proposals, bid packages, letters of intent, creation of data rooms, due diligence, negotiations and a range of other deal-related actions. We ensure that we understand the business of our clients, and we draw upon experience in a range of sectors such as consumer products, financial services, pharmaceuticals, health care, telecommunications, technology and manufacturing. We work with our clients from the early stages to create a strategy that is consistent with their business objectives.
Our lawyers have handled large and small transactions and have devised execution strategies to ensure that all matters get the right focus, expertise and responsiveness in the most efficient manner.
Our lawyers have significant experience and capabilities in the following areas:
Acquisitions – We represent clients acquiring businesses, by way of stock purchases or asset purchases, triangular merger structures (including tender offers), straight acquisitions or leveraged buy-outs. We are experienced in conducting practical due diligence and creatively adjusting the terms of transactions to limit exposure to inherited or assumed liabilities and to maximize the ability to protect or defend rights.
Divestitures – We provide clients who are contemplating divestitures with advice regarding data rooms, relevant rules and procedures, information books, and documenting requests for bids. We have standardized language for a range of confidentiality agreements and engagement letters. For individuals, such as founding shareholders, we draft agreements that include voting arrangements, rights of first refusal, tag-along and drag-along provisions as well as registration rights in connection with initial public offerings.
Strategic Alliances – Our lawyers have executed strategic alliances or joint venture transactions across a broad range of industries. We understand where these arrangements diverge from traditional deals, especially when one party has assets that serve as the basis for the business arrangement while other parties provide the financing to fund the development of those assets.
Our lawyers have represented private and public companies, startups and emerging businesses as well as international corporations. We provide general business legal advice, assist in structuring and implementing transactions, prepare agreements to address unique business arrangements and consult with clients to resolve business and ownership issues. We handle such matters as initial and later stage venture and other financings; leveraged buyouts and recapitalizations; public offerings; SEC compliance and private equity transactions. We also form corporations, LLC’s and partnerships.
SECURITIES LAW AND CORPORATE FINANCE
Our lawyers have been involved in the issuance of securities in registered public offerings and private placements, including venture capital and private equity investments and other exempt transactions. They have served as counsel to a variety of issuers and investment banks in connection with public and private offerings of securities. Our attorneys have participated in the private placement of securities, representing issuers, private placement agents, private equity funds, institutional investors and venture capital firms in private financing transactions, including seed financing, angel investments, venture capital financing, later stage equity or mezzanine financing, PIPES and private debt financing. The broad experience of our attorneys in a wide variety of offerings gives us the ability to work with our clients in developing creative solutions to problems encountered in the course of securities transactions.
START-UPS, EMERGING COMPANIES AND VENTURE CAPITAL
The choice of a legal entity for a new business requires a careful evaluation and understanding of the proposed undertaking, as well as the near and long term goals of its founders. This process includes a variety of considerations ranging from choice of jurisdiction, capital requirements, financing structure and expected revenue and income, to securities law compliance, potential exit strategies and current and future needs for business partners. Our corporate attorneys have taken these and other considerations into account in structuring, organizing and documenting legal entities in New York, Delaware and other states, including for-profit and not-for-profit corporations, limited and general partnerships and joint ventures and limited liability partnerships and companies.
Our lawyers have formed a range of new companies in a variety of industries. We have worked with clients ranging from entrepreneurs to veteran managers, financial and strategic investors, as well as domestic and international companies. Our lawyers have also assisted with a wide range of legal services in connection with the development and growth of our clients, such as amendments to formation, financing and shareholder documents to reflect changes in, among other things, business strategy and capital needs as well as the adoption of employee incentive plans, employee benefits and employment law compliance.
PUBLIC COMPANIES - CORPORATE GOVERNANCE AND '34 ACT COMPLIANCE
Our lawyers have experience in regulatory compliance and disclosure under the Securities Exchange Act of 1934 and capital formation under the Securities Act of 1933. Their expertise includes securities counsel to public companies and their directors, officers and other affiliates relating to their obligations under federal and state securities laws. They have regularly advised public companies and other participants in the public markets on periodic filings with the Securities and Exchange Commission, public disclosure issues, compliance with Rule 144 under the Securities Act of 1933 and other similar matters. They also have expertise in Sarbanes-Oxley and the corporate compliance issues it generates.
PRIVATE COMPANIES AND FAMILY OWNED BUSINESS
Our firm lawyers have provided a full spectrum of legal counsel to family owned and other private companies for many years. We represent family owned business entities from a range of industries and at every stage of development and succession. Our lawyers have developed the experience necessary to help founders and families align and balance the sometimes competing objectives of effective corporate governance, financial success, family harmony and personal development.
We believe that it is essential to understand and address the full range of needs, goals and expectations of the family owned companies we represent. Our attorneys work with family members and management to design and achieve their goals and expectations as we provide legal services. We are also available to assist in identifying other advisors who may be helpful in the success of our clients businesses. Our legal services, including estate planning services, are tailored to family owned and other closely held businesses. Our attorneys enjoy serving in the role of experienced and trusted advisor and guiding clients through the often complex and unique challenges and issues that they confront.
DEBT TRANSACTIONS
Our lawyers have advised corporate borrowers; loan participants and agent banks in senior, bridge and subordinated credit facilities. They have also advised equity investors and buyout sponsors in a broad spectrum of sophisticated financing and secured transactions. Our lawyers have substantial experience representing secured lenders in a wide range of distressed and challenging situations, including in connection with loan workouts and Chapter 11.
We have assisted our clients through all phases of the lending process, from initial structuring and commitment letters through the drafting, negotiation and execution of the loan documentation. Our experience includes:
Loans and Credit Facilities - Structuring secured revolving loan and term loan facilities, including cross-border facilities; working capital facilities; inter-company loans; and vendor financing. Our lawyers have prepared participation, inter-creditor and subordination agreements and enforced rights and remedies under those agreements.
Acquisition Financing - Structuring acquisition loans in M&A transactions and leveraged buyout financings.
Asset Based Financing - Creating and perfecting liens and security interests under the Uniform Commercial Code and other applicable federal and state laws governing secured transactions in a wide array of collateral, including non-US accounts receivable, factory and equipment, intellectual property, aircraft engines and rolling stock.
Bond Issuance - Representing issuers of fixed and variable rate municipal bonds.
Workout; DIP and Exit Financing - Extensive involvement with loan workouts, including the negotiation and execution of forbearance agreements and significant experience with structuring financing for companies entering or emerging from Chapter 11.
BANKRUPTCY
Our lawyers counsel clients on all phases of the Chapter 11 process and in Chapter 7 cases, court receivership, dissolution, assignments for the benefit of creditors, workouts and other restructurings. Our lawyers have nearly two decades of bankruptcy experience including extensive involvement as debtor’s counsel in some of the largest and most significant pre-packaged and traditional Chapter 11 cases filed in the United States.
Our lawyers also have extensive claims management experience, having successfully resolved billions of dollars in unsecured claims in major cases. Our lawyers have assumed major roles in the drafting and negotiation of plans of reorganization and disclosure statements and in the solicitation, plan confirmation and exit processes. We have advised clients on restructuring planning issues, distressed M&A transactions (section 363 sales), debtor in possession and exit financing arrangements, contested matters, adversary proceedings, including preferences and other avoidance actions, and the assumption and rejection of executory contracts and leases. In addition to our vast experience representing large corporate debtors, our lawyers have also been retained to protect and promote the interests of a wide array of constituencies impacted by distressed situations, including financial institutions, bondholders, creditors’ committees, and strategic and financial investors.
STRUCTURED PRODUCTS
Our lawyers have considerable experience in structuring and implementing asset-backed securities programs, leveraged leases and other sophisticated financial products and in litigating issues stemming from these structured products when they fail. Our lawyers have represented issuers and liquidity providers in all phases of the purchase, packaging and sale of asset-backed securities, including drafting the operative documents, delivering the critical legal opinions, effecting registration of the securities in a public sale and otherwise ensuring all aspects of SEC compliance.