Corporate

Glaser Weil’s corporate attorneys serve a broad spectrum of publicly and privately held companies — from family businesses, start-ups and emerging growth enterprises to large global corporations with household names. Our client portfolio extends across diverse industries, encompassing entertainment, hospitality, oil and gas, software, life sciences, sports, manufacturing, retail, consumer products and more.

Our attorneys seamlessly navigate both the boardroom and the negotiating table, offering strategic counsel across a broad spectrum of issues related to business formation, operation, expansion and disposition. Whether orchestrating intricate transactions or addressing everyday management concerns, we skillfully cater to the complete range of our clients' corporate needs.

We approach each client engagement proactively and creatively. We invest time to learn your business and the unique challenges within your industry, as a deep understanding is foundational to our successful representation. Our collaborative and multidisciplinary approach enables us to resolve your issues adeptly. When your needs extend beyond our core expertise, we leverage the skills and resources of colleagues in our litigation, real estate, intellectual property and industry practices to provide swift problem-solving.

We recognize that sustained success hinges on seamless, ongoing collaboration and have cultivated many enduring client relationships. Our clients’ success is our success. We are committed to applying a game-changing standard of excellence to deliver unparalleled legal solutions and drive our clients' success to new heights.

Who We Represent

• Global corporations
• Emerging growth companies
• Family businesses

What We Do

• Corporate governance
• Entity formation
• Fund formation
• Fundraising
• General corporate transactions
• Loan documentation
• Mergers and acquisitions
• Public offerings
• Securities law compliance and public reporting
• SPAC and reverse merger transactions
• Tax and executive compensation

MERGERS AND ACQUISITIONS RESULTS

Notable experience includes our attorneys’ representation of:

• Advantage-Crown Sales & Marketing, Inc., a national food distributor, in connection with an approximate $260 million acquisition by a New York Stock Exchange company.
• Alacer Corporation (manufacturer of Emergen-C) in connection with its sale to Pfizer, helping to achieve a sale price 40% above initial estimates.
• American Title, a publicly traded (NASDAQ) title insurance company, in its $182 million merger with Fidelity Title. Also served as head of a Special Committee of the Board of Directors that negotiated the transaction, as well as reviewing the fairness of compensation paid.
• Equityholders of Blackstone Consulting, Inc. and J.B. Properties, Inc. in the sale of 49% of their interests in the companies to USAGM Acquisition, LLC.
• Carl Zeiss Meditec AG in connection with its proposed $1.6 billion acquisition of a division of Bausch & Lomb.
• Crown Technical Systems, a leader in fully integrated power distribution and protection systems, and its affiliated entities in their $325 million all-cash sale to Flex (NASDAQ: FLEX), a global leader in manufacturing and supply chain solutions.
• Dent-ology, Inc., and HailRepair.com LLC in connection with the simultaneous sale of both companies’ assets to High Tech National, LLC, a subsidiary of publicly traded KAR Auction Services, Inc.
• Horizon/CJK in its joint venture with Fortress Investment Group to acquire United Oil Co.
• INVO Bioscience, Inc. (Nasdaq: INVO), a global leader in expanding access to advanced fertility treatment, in an all-stock merger agreement with NAYA Biosciences Inc.
• MaxIT, a Riordan, Lewis & Haden portfolio company, in connection with its sale to SAIC for $500 million. Targeted sales price approximately $300 million.
• Ocean Pacific Apparel Corp. (OP) in connection with its acquisition by Warnaco.
• Pacific Ethanol Inc. in connection with its merger into a public company, related proxy filings and add-on financings.
• Primoris Services Corporation (ARB) in a public merger with a Special Purpose Acquisition Corp., with a transaction value of approximately $350 million.
• SC Fuels, a leading petroleum distributor, in its swap of United Fuel & Energy in exchange for Pilot Energy's California land-based business and southwest operations.
• SKB Cases, a leading manufacturer of specialty protective plastic cases, in connection with an investment by MPE Partners. 
• The Outdoor Channel cable television station, with a valuation of approximately $216 million, merging into a publicly owned entity.
• Thrifty Oil Co., one of the largest privately held owners of commercial real estate in Southern California, in its sale of over 650 gas stations to Tesoro Oil.
• TriMed Inc., a global developer of market-leading orthopedic implants, in the sale of a majority interest to Henry Schein, Inc. (NASDAQ: HSIC), the world’s largest provider of health care solutions to office-based dental and medical practitioners.
• Wyatt Technology in its $1.36 billion acquisition by Waters Corporation (NYSE: WAT), a global pharmaceutical leader in analytical instruments and software.

View more M&A results.

SECURITIES AND CAPITAL MARKETS RESULTS

Notable experience includes our attorneys’ representation of:

• NAYA Biosciences, Inc. (Nasdaq: NAYA), a life science portfolio company, in its $9.5 million public offering.
• An online and mobile prepared food ordering and delivery company in a $308 million de-SPAC transaction and $75 million convertible note PIPE.
• An Oregon-based producer of premium spirits in a convertible note and warrant PIPE.
• An energy field services company in a $12 million PIPE transaction.
• A biotechnology company in a $25 million PIPE transaction.
• Numerous clients in the preparation of numerous Regulation D Private Placement Memorandums.
• An LA-based private equity firm in connection with its backstop agreement and $15 million equity investment in Biomotion Sciences, a clinical-stage, oncology-focused biotechnology company engaged in the discovery and development of proprietary treatments for KRAS-driven cancers, in connection with its de-SPAC merger.

OTHER GENERAL CORPORATE RESULTS

Notable experience includes our attorneys’ representation of:

• Senior management of Alignment Healthcare in connection with their employment terms and option grants.
• Alumni Capital Management, an alternative investment manager, in the equity financings of Adail Pharmaceuticals, Inc. (NASDAQ: ADIL), GreenBrook TMS Inc. (NASDAQ: GBNH), Kazia Therapeutics (NASDAQ: KZIA), Livento Group Inc (OTCMKTS: NUGN) Motorsport Games Inc. (NASDAQ: MSGM), NeuBase Therapeutics Inc. (NASDAQ: NBSE), Quoin Pharmaceuticals Ltd (NASDAQ: QNRX), Snail, Inc. (NASDAQ: SNAL), Steakholder Foods (NASDAQ: STKH) and Yoshiharu Global Co. (NASDAQ: YOSH).
• EarthGrid, a Bay-area plasma tunnel-boring technology and infrastructure development company, in its joint venture agreement with EnerTech to deploy infrastructure projects in across the United States, Europe and the Middle East. The first two phases consist of approximately $18 billion in U.S. infrastructure improvement projects.
• Green Hygienics Holdings, Inc., in a $25 million registered equity financing.
• Palisade Group, LLC, in drafting and negotiating a partnership agreement related to the $47.5 million acquisition of two Class A office buildings in Seattle, Washington.

• Public pension funds in the formation of more than 250 private equity entities.
• An LA-based private equity firm in a financing for Silexion Therapeutics Corp (NASDAQ: SLXN).
• Numerous clients in connection with fund formations in sizes from $50 million to $750 million.

• A venture capital firm regarding its preparation of fairness opinions in connection with a corporate reorganization and a tender offer made by the management team of a public company. 
• A multi-state ophthalmology and laser eye surgery practice in the acquisition of a loan facility, including the preparation of ancillary loan documents and the cleanup of corporate books and records for 17 separate professional corporations and limited LLCs. 
• An internationally recognized singer-songwriter in connection with his investment in a professional sports league.
• An investment company that focuses on small cap middle market companies nationwide, in connection with its investment in iQSTEL, Inc. (OTCMKTS: IQST), a trailblazer in high-tech telecommunications and technology solutions.

Results

• Alliant Capital
• Alumni Capital Management
• Blackstone Consulting
• Green Hygienics Holdings
• INVO Bioscience, Inc.
• SC Fuels
• Wyatt Technology

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