Capital Markets and Securities

We offer broad experience in structuring and documenting capital-raising and other transactions under the Securities Act of 1933, as amended (the “Securities Act”) and the state securities laws, including:

• Registered public offerings of equity and debt securities, including initial public offerings, secondary offerings, exchange offers and business combinations;
• Private offerings of equity and debt securities by both public companies and privately held companies made pursuant to Rule 144A, Regulation D, Section 4(2) of the Securities Act or other federal or state laws;
• Public and private transactions implicating U.S. federal and state securities laws in cross-border M&A and financing transactions; and
• Going private transactions.

We handle all aspects of federal and state securities law compliance for public companies, including corporate governance issues relating to compliance with the Sarbanes-Oxley Act of 2002, as amended, fiduciary responsibilities of directors and officers, compliance with issuer reporting and disclosure requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the securities registration requirements associated with the Securities Act and the state securities laws. We also counsel clients on compliance with respect to specific requirements of the SEC, FINRA, NYSE, Nasdaq and Over the Counter Bulletin Board.

Our public company practice includes counseling with respect to:

• Preparation of periodic and current reports;
• Drafting disclosure under the Exchange Act;
• Proxy solicitations and organization of stockholder meetings;
• Preparation of audit committee charters, codes of ethics and various other required policies and procedures;
• Assistance with employee compensation matters and disclosure;
• Formation and responsibilities of special committees;
• Director and officer fiduciary duties and responsibilities;
• Compliance with legal and ethical requirements, including rules relating to attorneys and other professionals who represent companies before the SEC;
• Assistance with internal, FINRA or SEC investigations; and
• Interaction with an issuer’s outside auditors.

Corporate

Our corporate practice attorneys provide business law and transactional advice to emerging growth and small to middle-market companies through every stage of their lifecycle. We provide experienced legal counsel to entrepreneurs, investors, senior management, boards of directors and in-house counsel to deal effectively with a wide array of corporate governance issues.  Additionally, we provide clients with outside general counsel services.

We provide the same exceptional level of service to public company clients. With the experience of numerous transactions representing billions of dollars of market value, we can manage the complex transition from private to public company to help our clients comply with applicable legislation and regulations.

We regularly advise clients on such matters as:

• Technology transactions;
• Private and public equity/debt transactions;
• Sarbanes-Oxley and Dodd-Frank compliance;
• Board composition, procedures, and election contests;
• State and federal securities laws and stock exchange requirements;
• State corporate law and regulatory compliance;
• Employee benefits and compensation;
• Crisis management;
• Shareholder proposals and activism; and
• Special Committee formation and execution.

Emerging Business

We guide emerging growth companies through the challenges of building a successful business. Our emerging business clients come from a broad spectrum of industries. We are well-versed in choosing the appropriate business entity that will facilitate future efforts to raise capital or sell the business, as well as addressing liability concerns of emerging businesses. We also advise emerging businesses on intellectual property matters that increasingly affect all businesses.

Our representation of early stage companies is comprehensive and encompasses such areas as:

• Entity selection and formation;
• Seed-stage investments, including angel investors and friends and family;
• Venture capital investments;
• Private placements of equity and debt securities;
• Mezzanine financings;
• Mergers and acquisitions;
• Recapitalizations and restructurings;
• Leveraged buyouts;
• Initial public offerings;
• Day-to-day legal matters and contracts;
• Commercial disputes; and
• Intellectual property protection.

Executive Compensation

Our Executive Compensation Group counsels early stage and emerging growth companies on complex compensation issues including:

• Advising on issues relating to equity plans, executive compensation agreements and other employment and consulting arrangements;

• Representing executive officers in negotiating and structuring executive employment, non-competition, severance and change of control arrangements.

• Structuring and drafting equity plans and arrangements;

• Drafting executive employment, non-competition, severance and change of control agreements;

• Advising on 409A deferred compensation; and

• Due diligence.

Intellectual Property and Media

Our Intellectual Property and Media practice group offers clients strategic advice regarding trademarks, trade secrets, copyrights, and other propriety material. We consult clients on securing and protecting proprietary rights as well as evaluate potential liability for infringement or misuse.  We also provide intellectual property due diligence support for transactional matters. As a further service to our clients, we assist in the negotiation and drafting of commercial and industry agreements to ensure the protection of any intellectual property rights.

Our services include:

• Registration of trademarks, copyrights, trade secrets and other proprietary rights;
• Advice and protection against misappropriation of proprietary material through business practices such as employment agreements, confidentiality and non-competition agreements, and non-disclosure agreements;
• Advice relating to copyright and/or trademark infringement, trade secret disputes, defamation and libel, rights of privacy and publicity;
• Republication and clearance review, including fair use analysis;
• Advice regarding developments in internet law, including domain names, privacy and data sharing requirements, terms of service agreement and contracts relating to web site development and operation;
• Counseling on transactions to acquire, license, develop or divest intellectual property assets and rights; and
• Negotiating and drafting of production agreements, publishing and recording contracts, clearances, work-for-hire, licensing and distribution agreements.

International

Our experience in the international arena extends to advising clients on international acquisitions and global securities offerings and other financings, focusing particularly on matters in Latin America. We have advised non-U.S. issuers in connection with private placement of securities in the United States for financing or strategic acquisition purposes.

Our corporate representation includes serving as counsel to U.S. affiliates of foreign companies in domestic matters, and to U.S. public and private enterprises overseas. We represent our clients in transactions such as:

• Private placement of securities in the United States;
• SEC-registered foreign private issuer IPOs and on-going stock exchange and SEC reporting obligations;
• Acquisitions and sales of assets, including purchases and sales of divisions;
• Acquisitions and sales of stock;
• Mergers and other business combination transactions;
• Minority investments, as counsel to the issuer or to the investor or investor group, including mezzanine financing and venture capital transactions; and
• Joint ventures and strategic alliances, extending to technology development, marketing and manufacturing activities.

Litigation and Risk Management

We have a successful track record representing clients in a variety of commercial litigation and dispute resolution matters, including areas of contract and business torts, with a particular focus on intellectual property and media matters.  Our approach to litigation is to ensure that our clients’ best interests are protected at every stage of the dispute process. We provide zealous representation both on behalf of plaintiffs and defendants, while also helping clients analyze the risk and cost of litigation to achieve a resolution tailored to their business objectives. We also work hand-in-hand with clients to advise on ways to avoid or protect their business and their assets against the potential for litigation.

Our knowledge and experience in general commercial litigation provides a basis for comprehensive representation in the following areas:

• Commercial contracts;
• Business torts and fraud;
• Copyright/trademark infringement;
• Rights of publicity and privacy/defamation;
• Internet law; and
• Internal investigations.

Mergers & Acquisitions

We represent public and private enterprises, private equity and investment funds and their portfolio companies in connection with all phases of mergers and acquisitions, from initial structuring through closing.

We represent both sellers and purchasers in such transactions as:

• Stock and asset acquisitions and dispositions of public and privately held companies;
• Mergers and other business combination transactions;
• Multinational acquisitions and divestitures;
• Management and other leveraged buyouts; and
• Joint ventures, strategic alliances and partnerships.

We have handled a number of business combinations ranging from small, privately negotiated transactions to mergers, tender offers and other transactions involving public companies. We focus on and understand our clients’ business needs and we collaborate with them to create value during each phase of the transaction, from the term sheet or letter of intent stage through closing. In the course of managing these transactions, we help clients to engage and work with investment bankers and financial advisors where the services of these facilitators are desired, and manage all aspects of federal and state securities law and other laws that may affect mergers and acquisitions activities.

Non-Profit Organizations

We provide comprehensive legal advice with respect to the formation of non-profit organizations under state law and the obtaining of tax-exempt status from the IRS.  Further, we work closely with founders to develop a charitable mission and plan for the management of resources.  We also advise with respect to the optimal formation and governance structure and operational and growth strategies.

We can provide services to a variety organizations such as:

• Charities;
• Corporate foundations;
• Schools;
• Private foundations;
• Social welfare organizations;
• Health care organizations;
• Research organizations;
• Conservation and environmental organizations; and
• Social clubs.

And our services include:

• Formation (preparing all organizational documents, e.g. articles of incorporation and bylaws);
• Securing IRS recognition of tax-exempt status (IRS forms 1023 or 1024);
• Advice as to IRS form 990 (annual tax information return);
• State regulatory compliance;
• Executive compensation planning;
• Advice regarding and review of fundraising agreements of all types;
• Intellectual property protection (copyrights and trademarks);
• Corporate sponsorship agreements;
• Royalty license agreements; and
• Facilities acquisition.

Private Equity

We counsel private equity investors through all phases, including fund formation, primary investments and leveraged acquisitions. Our private equity practice is not limited to any particular industry and we have distinctive experiences in a variety of industries.

Our clients include private equity funds, mezzanine funds, small business investment companies, high net worth family partnerships, and other strategic and institutional investors.

We specialize in representing funds that invest in small and middle market transactions and are experienced in counseling private equity firms and investors in transactions such as:

• Fund formation;
• Leveraged acquisitions and restructurings;
• Buyouts;
• Recapitalizations;
• Senior and mezzanine financings;
• Secondary transactions;
• Portfolio company transactions; and
• Public offerings and private placements.

Real Estate

We represent funds, investors and developers in various phases of real estate investment, finance and development including joint ventures, financings, real estate acquisitions and fund formation.

Our real estate practice includes:

• Acquisitions and dispositions;
• RMBS and CMBS-related transactions;
• Corporate real estate;
• Cross-border transactions;
• Development and construction;
• Leasing; and
• Real estate investment funds.

Venture Capital

We provide a full array of legal services to both venture capital investors and start-up and emerging growth companies. We are versed in the legal structures related to capital raising transactions and in the current market trends for venture investments.  We understand not only the competing interests of venture capital funds and companies seeking capital but also the relationship and common purposes between them.

With respect to the investors, we are skilled in structuring the components of the capital raising process to fit the legal and investment objectives of any particular fund. With respect to innovation start-ups or emerging growth companies, we recognize that each one is unique. At the same time, we are mindful of the typical issues that may arise with such transactions, enabling us to provide start-up or emerging growth companies with efficient, cost-effective service.

Our clients include angel investors, venture capital funds, early and late stage emerging growth companies, high net worth family partnerships, and other strategic and institutional investors.

We represent clients in such transactions as:

• Fund formation;
• Bridge financings;
• Early and late stage financings; and
• Portfolio company transactions, including divestiture transactions, management buyouts, mergers and acquisitions, initial public offerings and private equity sales.