Corporate Securities

The Firm's Corporate and Securities Department provides a full range of legal services in business matters, including mergers and acquisitions, alternative investment transactions, emerging company/venture capital issues and general company representation. 

The Firm's attorneys have been involved in many significant merger and acquisition transactions. We advise clients on all aspects of acquisitions, ranging from anti takeover strategies, responding to acquisitions offers and advising proxy contestants, to structuring acquisitions, making acquisition offers and arranging public and private financing.  In our mergers and acquisitions practice, we have represented both acquirors and target companies in all types of transactions, including friendly and hostile takeovers, and have handled exchange offers, going private transactions and various multi-step acquisitions of all sizes and in many industries.

The Firm's attorneys have represented clients in virtually all aspects of "alternative investment" transactions.  We have been involved in the formation of entities established for the purpose of making alternative investments, the underlying investment activities in such entities and direct and co-investment activities of institutional investors.  The Firm's representation of clients in the "alternative investment" area has generally focused on the representation of institutional investors in the formation of investment funds and co-investments by such investors.  The Firm has also represented investment funds in their investments in portfolio companies.

The Firm's attorneys regularly assist companies in facing a wide range of financial, management and competitive challenges.  We advise clients in, among other areas, the choice, capitalization and management structure of entities, shareholder matters, bank debt financing, the licensing of technology, as well as executive compensation issues.  We also have strong expertise in representing issuers and investors in all stages of the capital raising process.  The attorneys in the Corporate and Securities Department have extensive experience in public offerings and private placements of debt and equity securities.  Attorneys of the Firm have been involved in numerous public offerings and private placements involving both large and small transactions.  The Firm has also represented clients making investments in clean energy companies, including companies engaged in solar power generation and ethanol production.

The Firm's attorneys provide day-to-day legal advice on all aspects of corporate operations, including directors' and officers' duties, indemnification and the business judgment rule for both public and private companies.  The Firm has strong expertise in all aspects of SEC disclosure, including the preparation and filing of periodic reports (on Forms 10-Q, 10-K, etc.) and beneficial ownership reports and responding to stockholder derivative demands. Our attorneys are well versed in a broad range of other securities matters including the transfer of restricted securities pursuant to Rule 144 and Rule 144A, the scope and effect of insider trading laws, the preparation and implementation of dividend reinvestment and stock and debt repurchase programs, as well as stock option and other equity-based executive compensation plans.  The Firm also provides advice on corporate governance matters and Sarbanes-Oxley issues.