Corporate

Overview

We advise businesses and entrepreneurs on a wide variety of corporate and commercial transactions. Our clients range from startups to investors to large multinational corporations. We understand that each of our client’s needs are different and require creative and cost-effective strategies that make sense for their unique challenges.

We listen, ask questions and think proactively.

We know that we cannot properly advise clients until we first understand their business and earn their trust and confidence. We are responsive. We frequently work on time-sensitive matters that require an extraordinary effort to meet deadlines. With our broad experience across many industries and many types of transactions, we are able to help our clients meet their business objectives while minimizing both short- and long-term risk.

We regularly advise international clients as well as U.S. companies involved in global projects. Our firm has represented companies and individuals based in the United Kingdom, France, Switzerland, Germany, Italy, the Netherlands, Israel, South Africa, Japan, China, India and other countries. We have developed strong relationships with lawyers and accountants in many of these jurisdictions. Our office in Geneva allows us to conveniently serve our European clients.

Representative Matters

  • Served as outside general counsel to a Silicon Valley start-up company developing patented video display technology, and advised on multiple rounds of venture capital financing and various commercial agreements.
  • Represented a major international conglomerate in the establishment of a $2.5 billion loan facility.
  • Represented the owners of a transportation services company in the sale of their shares for $130,000,000.
  • Advised a media company in the sale of the intellectual property and other assets of its advertising technology subsidiary, subject to certain retained business operations and non-competition restrictions.
  • Assisted in the formation of a hedge fund for the acquisition and disposition of fine arts.
  • Assisted a UK-based hedge fund in collecting amounts due under a secured loan agreement in a dispute involving multiple U.S. and offshore holding companies, banks, collateral agents and other hedge funds. Our corporate and litigation lawyers achieved a successful result by devising a multi-country strategy involving coordinated corporate and court actions in Bermuda, the Cayman Islands and New York.

Commercial and General Corporate Advisory

Overview

Our clients rely on us to handle commercial contracts and day-to-day issues that arise in the operation of their businesses. We draft and negotiate all types of contracts, including product development, manufacturing, sales and distribution contracts, supply contracts, reseller agreements, marketing agreements, licensing agreements, services contracts, outsourcing agreements, noncompetition agreements and dispute settlement agreements.

We structure employment and consulting agreements and advise clients on labor and employment claims and disputes. For many clients, we serve as outside general counsel, providing coordinated management of all their legal affairs, and advice and guidance with regard to general corporate matters, such as corporate governance and the rights and duties of management and equity holders.

Representative Matters

  • Represented a data collection company in entering into a joint venture with its biggest competitors, resulting in vastly improved profitability.
  • Served as outside general counsel to a Silicon Valley start-up company developing patented video display technology, and advised on multiple rounds of venture capital financing and various commercial agreements.
  • Counseled a commercial bank with ISDA swaps and repurchase agreements on management of interest rate risk and related matters.
  • Represented a seller of extended automobile service contracts in setting up a multi-million-dollar producer-owned reinsurance program for the retention and investment of premium reserves.
  • Represented a U.S. distributor in negotiating an exclusive distribution agreement with Italian supplier of electronic security products.
  • Developed for food industry client standard forms of food service management agreements for use with companies, schools, and mail-order food delivery services.
  • Formation of a hedge fund for acquisition and disposition of fine arts.
  • Assisted a publicly traded company in its termination and buy-back of a distribution agreement.
  • Helped a subcontractor that manufactures railcar equipment avoid default on contractual obligations that would trigger guaranties by its Japanese parent company.
  • Assisted a publicly traded company in a distribution agreement for medical device products.
  • Assisted a publicly traded company in the termination of a revolving credit agreement and the entry into a replacement agreement.
  • Represented licensor of branded products in drafting and negotiating license agreement.

Debt and Equity Financing

Overview

We represent banks and other lenders, as well as corporate and individual borrowers, in a wide range of debt financing transactions. These matters include secured and unsecured commercial loans, real estate loans, workout loans, acquisition-related financings, securities lending and repurchase transactions and related derivative transactions.

Our lawyers regularly assist issuers, investors, underwriters and placement agents participating in public and private offerings of both equity and debt securities. From private placements with angel investors and venture capital firms to SEC-registered initial and follow-on public offerings, we focus on the business terms, the due diligence, the disclosure and the regulatory compliance issues that must be addressed in each transaction. We also advise hedge funds and private equity funds in creating onshore and offshore capital-raising structures and implementing their portfolio investments.

Representative Matters

  • Represented a not-for-profit corporation and its subsidiary in the restructuring of its debt.
  • Represented a lender in a $50,000,000 loan transaction.
  • Assisted in the formation of a hedge fund for the acquisition and disposition of fine arts.
  • Represented a subsidiary of a not-for-profit corporation in the private placement of preferred stock.
  • Represented a major foreign financial institution’s U.S. subsidiary in a matter involving the negotiation and preparation of securities lending and purchase agreements.
  • International securities and corporate representation for a reverse merger resulting in a needed capital raise. Handled subsequent SEC compliance and filings for a Swiss hardware distribution company.
  • Represented a major international conglomerate in the establishment of a $2.5 billion loan facility.
  • Represented a real estate lending institution with respect to $100 million of mezzanine loans related to origination and refinancing of commercial and residential real estate.
  • Assisted a skilled nursing home operator in the establishment of a revolving credit facility for a portfolio of nursing homes.
  • Represented a publicly traded company in the private placement of common stock.
  • Represented a placement agent in connection with an $11 million private placement of convertible debt and warrants to investors.

Mergers and Acquisitions

Overview

Our corporate lawyers regularly negotiate, structure and close complex M&A transactions involving private and public companies. We have helped our clients buy, sell and merge companies, buy and sell assets, and form joint ventures in many industries, including manufacturing, health care, real estate, technology, media, entertainment, retailing, transportation, finance, education and food services.

We have been engaged to handle transactions ranging from $1 million to over $100 million, and we treat all deals as equally important and deserving of our totally focused attention.

Representative Matters

  • Represented the owners of a transportation services company in the sale of their shares for $130,000,000.
  • Represented an armored car company in the sale of its assets for $15,000,000.
  • Represented the buyer in the acquisition of a marketing survey company for $20,000,000.
  • Represented the buyer in the acquisition of an information services company for $10,000,000.
  • Represented a subsidiary of a major Japanese corporation in its acquisition of the equity interests of a real estate holding company that owns a large U.S. office building.
  • Represented an industrial manufacturer in the acquisition of industrial equipment assets located in Mexico.
  • Represented a purchaser of certain assets from one of the largest international advertising agencies in the world.
  • Represented an international media conglomerate in the financing and purchase of the assets of an Israeli media corporation.
  • Represented a publicly traded company in the sale of its diagnostic ultrasound business.
  • Represented a publicly traded company in the sale of its ultrasonic laboratory products business.
  • Represented a buyer and lead investor in purchase from General Electric Company of a real estate holding company, which owns 19 skilled nursing facilities in Florida. Structured and negotiated equity rights among members of the investor group.
  • Represented an international media measurement company in sequential acquisitions of blocks of the ordinary shares of an Israeli Internet technology company, including negotiating corporate governance and shareholder rights and terms of rollover options under U.S. and Israeli law, and the reinvestment by selling shareholders of sale proceeds in buyer’s equity.
  • Advised a media company in the sale of the intellectual property and other assets of its advertising technology subsidiary, subject to certain retained business operations and non-competition restrictions.
  • Represented a publishing company in the sale of its business to a publishing conglomerate.
  • Represented the 25 percent shareholder of an e-commerce apparel seller in the sale of stock to majority owner.
  • Represented an accounting firm in the sale of its business to a large national accounting firm.
  • Represented a purchaser of a division of a multinational public relations conglomerate.
  • Represented nationwide fitness club business in purchase and leasing of fitness club facilities.

New Businesses

Overview

We frequently guide entrepreneurs in creating and managing appropriate business entities, including corporations, limited liability companies, limited partnerships, Subchapter S corporations and not-for-profit corporations. New enterprises often need to carefully establish rules regarding corporate governance, voting, equity transfers, profit-and-loss allocation, and dispute resolutions.

We help startups create customized agreements among current and future equity holders, as well as helping create employment, consulting and intellectual property agreements and incentive plans. Our lawyers also draw upon their experience to provide practical legal and business advice to help clients address the ever-changing demands of a growing business.

Representative Matters

It is not uncommon for a corporate matter to require the resources of our tax, bankruptcy, litigation and real estate lawyers. We coordinate all our resources with a single point of contact so we can seamlessly deliver thoughtful and practical solutions. Here are some examples:

  • Our corporate and real estate attorneys closely collaborated on the purchase of a Miami office tower by a Japanese client that was structured as the sale of equity interests in a holding company.
  • When our client, a U.S. public company, entered into litigation with a group of investors, our corporate lawyers negotiated a complex court-approved settlement involving debt and equity securities, while our litigators simultaneously advanced the litigation process.
  • We assisted a UK-based hedge fund in collecting amounts due under a secured loan agreement in a dispute involving multiple U.S. and offshore holding companies, banks, collateral agents and other hedge funds. Our corporate and litigation lawyers achieved a successful result by devising a multi-country strategy involving coordinated corporate and court actions in Bermuda, the Cayman Islands and New York.

Securities and Regulatory Matters

Overview

We work with publicly traded companies and investors to prepare required SEC filings under the Securities Exchange Act of 1934, and we guide businesses on compliance with securities, employment, tax, health, and safety laws and regulations.

Our lawyers also advise clients on whether specific business practices comply with applicable laws and regulations.

Representative Matters

  • Formation of a hedge fund for acquisition and disposition of fine arts.
  • Represented a publicly traded company in the private placement of common stock.
  • Represented a placement agent in connection with an $11 million private placement of convertible debt and warrants to investors.
  • Represented a subsidiary of a not-for-profit corporation in the private placement of preferred stock.
  • Represented a publicly held computer technology company in stock-for-stock merger with another public company, including filing of joint proxy statement/prospectus with SEC.
  • Strategic advice and implementation of $100 million U.S. oil and gas company strategy for converting stock deregistered in the U.S. to stock trading on a European exchange.
  • Coordination and execution of U.S. and Swiss corporate and securities advice in connection with a multi-million-dollar telecommunications U.S. public company strategy for “going dark” in the U.S. and redomicilation in Switzerland as a private company.
  • International securities and corporate representation for a reverse merger resulting in a needed capital raise. Handled subsequent SEC compliance and filings for a Swiss hardware distribution company.
  • Corporate representation and securities compliance for U.S. public company and its Swiss subsidiary solar panel manufacturer and implementation of “going dark” strategy to decrease U.S. securities law compliance requirements.
  • Negotiated 20 derivatives, repurchase, securities forward, and securities lending master agreements over the past 18 months on behalf of both borrowers and the capital markets group of a New York financial institution.
  • Represented a major foreign financial institution's U.S. subsidiary in a matter involving the negotiation and preparation of securities lending and purchase agreements.
  • Advised a U.S. issuer with offshore operations in connection with dissolution and liquidation under federal and state securities laws.