Corporate and Securities

Our Firm provides a full range of corporate legal services to companies of all sizes, from startups to publicly-owned corporations with securities listed on the New York Stock Exchange. We have gained considerable expertise from long service to public companies and larger private clients in many industries. This expertise enables us to provide creative solutions to all of our clients in the areas of corporate and securities counseling, public and private offerings of debt or equity securities, and business combination planning and implementation of all types.

Complying with the many Securities and Exchange Commission (SEC) regulations is challenging, and experience matters. You want attorneys working with you who are experienced in such areas as:

• Preparing and reviewing SEC filings
• Structuring public and private offerings
• Negotiating with underwriters
• Preparing proxy statements and issues
• Handling Rule 144 transactions
• Periodic reporting
• Representing clients' interests in tender offers
• Representing clients involved in hostile takeovers
• Registering brokers, dealers, investment advisors and investment companies
• Dealing with all aspects of securitizations

You may also need assistance in navigating the requirements of the Sarbanes-Oxley Act and the emerging corporate governance regulations of the SEC and the stock exchanges.

Should your business be subject to an SEC investigation or disciplinary proceeding, it is essential to have counsel who understand the issues you face and who can defend you well. We have experience in this area as well as in investigations and defense of alleged insider trading and corporate misconduct.

Investment companies face specific needs. They may require a firm with our experience in such areas as:

• Federal and state registration
• Prospectus writing
• Graduated fee structures

Perhaps you are interested in forming a new business entity. Whether you are doing it for the first time, or creating a new company as part of your corporate holdings, you know how important it is to work with attorneys who are able to counsel you effectively on such matters as:

• Choice of business structure
• When to use a Limited Liability Company (LLC)
• Creation and maintenance of corporate records

Our Corporate and Securities practice area attorneys work for a limited number of clients which allows us to rapidly develop a special relationship and an institutional knowledge of the client necessary to provide effective counsel in an increasingly complex business environment. Through this approach, attorneys quickly learn the business and special needs of clients and, at an early stage, develop the mutual trust and respect that is critical to a successful partnership. Our team approach to client service also gives our clients multiple contact persons within the Firm who can efficiently and effectively handle anything from a routine inquiry to a complex and unexpected emergency situation.

The attorney teams we create can be as broad or as limited as a client's needs and preferences require. For complex business combination transactions, we create multidisciplinary teams to handle issues that may arise in areas such as employment law, employee benefits, real estate, environmental matters, commercial finance, litigation review and tax. For more common issues, our clients may deal with one to three attorneys who can call upon lawyers in other practice areas to the extent required to complete the matter. In the early stages of the representation, most clients opt to input matters through one of the members of a small core team. As the relationship matures, clients tend to expand their primary contacts to include our many experienced practitioners in the other areas in which they have continuing legal issues.

The Firm's Corporate, Securities, and Merger and Acquisition practice area has a national reputation for quality legal work and client service. We are regularly engaged to work on transactions or other matters in which the largest law firms in the country are involved. We regularly aid clients in determining the most beneficial form and structure of the transaction from an operational, accounting and tax perspective, in negotiating and documenting the transaction and in meeting the conditions and contingencies to closing as efficiently as possible. We also have a strong knowledge of the regulatory aspects inherent in all types of corporate matters that allows us to help determine the most appropriate method to expedite the desired corporate action.

While our experience is most extensive in negotiated business transactions, we are also experienced in representing both acquirers and targets in so-called "hostile takeovers" and other contested matters. In addition, we have represented a number of clients in other types of sophisticated transactions including spin-offs and leveraged ESOP or management-led buyouts.

Our client list is diverse in terms of the industries represented. A brief sampling of those industries include agribusiness, apparel, banking, building supply, communications, computer and other technology-based businesses, direct marketing, food processing, health care and medical services, insurance, manufacturing, mining, packaging, professional services, real estate, retail and wholesale distribution, transportation and a wide range of regulated utilities and other industries.

Representative Clients