In the financial marketplace, the stakes have never been higher. The ability to access the capital markets and successfully structure and complete merger and acquisition transactions remain the lifeblood of many public and private companies. As such, we provide sophisticated legal advice on the issues most important to public and private companies, including all aspects of merger and acquisition transactions, securities matters, corporate counseling, and other transaction and securities issues.
Mergers and Acquisitions
Our Transactions & Securities Practice Group has experience in all types of merger and acquisition transactions, including:
- Asset and stock acquisitions and divestitures
- Negotiated and hostile tender and exchange offers
- Leveraged and management buyouts
- Private equity and venture capital investments
- Joint venture transactions
- Recapitalizations and reorganizations
We represent a wide variety of clients, including private companies, private equity and venture capital funds, special board committees, and lenders, in transactions ranging from small product line acquisitions to complex mergers.
Because these transactions often involve complex issues arising in many different legal disciplines, we organize and coordinate a diverse team of experienced professionals in areas such as employee benefits, tax, intellectual property and other specialty practices. This emphasis on teamwork, when combined with our experience, allows us to realize our principal goal of efficiently achieving client objectives.
The purchase or sale of a business is one of the most significant transactions that occurs in the life cycle of a company. In addition to providing legal advice, we assist clients by adding value to these transactions through counseling clients on business matters, including identifying and evaluating acquisition candidates, maximizing value when selling, and minimizing risks when buying.
Whether working with issuers, underwriters and investors in securities transactions in the United States and foreign markets, we have experience in a variety of securities transactions involving equity, debt and convertible securities, and derivative and hybrid financial products.
Ranging from venture capital seed funding for emerging companies to significant equity and debt offerings for large companies, these transactions include:
- Initial, primary, and secondary offerings
- Private placements, including under Regulation D, Rule 144A, and Regulation S
- American Depository Receipt (ADR) transactions
Corporate Securities Law Compliance
We provide advice to companies in a variety of industries. In guiding our clients through the labyrinth of compliance regulation, we work closely with clients on disclosure, registration, listing, enforcement, and other matters. In addition, we utilize our experience with regulatory and enforcement agencies to provide clients with valuable counsel on important interpretive and procedural issues.
Our Transactions & Securities Practice Group advises corporations, boards of directors, board committees, corporate officers, shareholders, and other parties regarding:
·Proxy solicitations and contests and unsolicited shareholder proposals
· Existing or potential takeover threats and takeover defense plans
· Disclosure matters
· Corporate governance matters
· Risk management
· Fiduciary duty matters
· Executive compensation
· Management succession
· Director and officer liability insurance and indemnification
· Special board committees
The importance of this advice to clients has increased dramatically in recent years. We provide our clients with sophisticated and timely advice regarding the many issues arising as a result of recent changes in securities, accounting and other regulations, including issues arising as a result of the Sarbanes-Oxley Act.