Corporate and Securities

Mergers, Acquisitions and Strategic Transactions

Whether it be a private equity company seeking to add a portfolio company or an operating business whose expansion plans require a specific acquisition, we assist in structuring, documenting, negotiating and closing asset or stock purchases and mergers. We help management or other sponsors in buy-out transactions, including structuring the acquisition terms and creating the debt and equity structure as needed, to successfully conclude these leveraged transactions. Clients seeking to expand resources turn to us for help in forming domestic, as well as international, commercial relationships, including joint ventures, partnerships and strategic alliances. We have extensive experience in the process of exiting investments for both the private equity investor seeking to monetize a portfolio company, to a closely held business whose ownership has decided that it is time to sell. We help structure, negotiate and close exit transactions in a manner to reduce or eliminate residual risk of entity ownership.

Equity and Debt Financing

When initial or additional operating capital is needed by our clients, we structure and document private placements, counsel our clients regarding their debt and equity financings, and assist them with their commercial loans, including negotiating favorable terms and conditions and advising on securities law compliance at the federal and state levels.

Formation and Governance

We represent individual entrepreneurs and private equity funds in entity formation and ongoing governance issues. After listening to and critically evaluating our clients' business plans and short term and long term objectives, we work to develop the optimal legal structure for their business based on consideration of liability, tax and securities law issues. Whether the preferred structure is a corporation, limited liability company, limited partnership or general partnership, we craft the formation documents, operating agreements, shareholder agreements, partnership agreements or bylaws to suit the unique issues presented by our clients' business plans. We are particularly attuned to issues arising from minority interests in companies and have broad expertise in negotiating investor rights agreements from the perspective of both the company and the minority investor.

Regulatory and Compliance

We provide legal advice in areas governed by state and federal securities laws including:

• SEC reporting and compliance for publicly held companies and their officers, directors and shareholders, including  annual, quarterly and other periodic reports (Forms 10-K, 10-Q and 8-K) and securities ownership reports (Forms 3, 4 and 5; Schedules 13D, 13F and 13G)
• NYSE and NASDAQ company listing and governance matters
• Broker-dealer and investment-adviser organization and compliance
• SEC, state and stock exchange inspections

Litigation and Enforcement

We represent companies, officers and directors in a broad range of regulatory proceedings and litigation. We have substantial experience representing parties involved in individual and class actions brought by private litigants in SEC and FINRA investigations and enforcement proceedings, and in arbitration proceedings resulting from customer-broker and broker-broker disputes. These proceedings involve a wide range of subject matter, including market manipulation, securities fraud, RICO claims, registration issues and SRO compliance matters.

Our litigation team has extensive experience handing the procedural and substantive issues arising out of large securities cases including defenses available under the Private Securities Litigation Reform Act, the Securities Litigation Uniform Standards Act and substantive defenses pertaining to loss causation and preemption. Our clients value cost-effective, partner-level attention on complex litigation matters such as these.

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