Practices

Mergers & Acquisitions

We represent buyers and sellers in merger and acquisition transactions of all types and sizes, including asset and stock acquisitions and dispositions, mergers, strategic alliances, joint ventures, leveraged buy-outs, spin-offs, recapitalizations and reorganizations, and we are actively involved in structuring and securing financing for these transactions. We bring many years of experience to M&A transactions, and provide practical, creative, and business-smart solutions to the host of business and legal issues that often impact the structure, terms and consummation of a transaction.

Securities/Financing/Banking

We provide experienced and creative counsel to public and private issuers, investment banks, investors, hedge funds, and others in a variety of capital-raising transactions, including equity and debt offerings, PIPE’s, serial preferred stock and convertible loan financings, Regulation D and Regulation S transactions, mezzanine financings, bridge loans, asset based loans, and other loan transactions. We advise our public clients in connection with SEC reporting requirements, Sarbanes-Oxley issues, corporate governance, and general disclosure compliance. In the context of venture capital and other private transactions, we perform investor due diligence, provide advice on deal structure, transaction terms, and intellectual property management and protection, prepare and review offering memoranda, and draft and negotiate transactional agreements, including securities purchase, voting, investor rights, and registration rights agreements as well as confidentiality, indemnification and non-competition agreements. We also advise sponsors and investors in connection with fund formation and structure, portfolio company investing, and the negotiation and preparation of the principal fund agreements.

General Corporate

We represent companies, executives, investors, and others in a broad range of general corporate matters including:

• Formation and operation of corporations, partnerships, limited liability companies and joint ventures
• Negotiation and drafting of commercial agreements, including employment, licensing and distribution agreements, founder and shareholder agreements, and non-competition, confidentiality and indemnification agreements
• Loan transactions, including negotiating and drafting notes, credit agreements, security agreements, pledge agreements, and guarantees
• Business strategy and implementation
• Corporate and capital structure issues
• Management, employment, and compensation issues
• Corporate governance
• Introductions to funding sources including angel investors, venture capital firms, investment banks, strategic corporate investors, and government financing
• Introductions to financial and corporate buyers and acquisition targets
• Business and legal advice on day-to-day matters