Corporate & Securities

Practice

Overview

Companies need capital and talent. To make their money grow, investors need to own a piece of a common enterprise filled with talented people. Both need each other, but both have asymmetrical information and risk, so relationships and reputation are everything to keep the circle of talent and capital flowing. Agreements become a proxy for trust between the parties and clarify how relationships will be judged.Regulators also seek to build trust in the market at large by creating uniform standards, but the diversity of modern commerce makes this task nearly impossible. The system we have is a set of strict rules that are ever-changing to stay ahead (or react to) the cleverness of bad actors. Investors and companies alike need counsel with the experience to navigate through rule-driven laws and to be able to draft and negotiate strong agreements.

Our firm has represented businesses, financial institutions and private investors in connection with various investment vehicles, including issuances of preferred stock, warrants and convertible debt. We also advise clients in the areas of business structuring and formation, venture and angel financing, securities offerings, corporate finance and general corporate and business law matters. Our attorneys are regularly asked to participate in board meetings and counsel directors on fiduciary duties and other legal matters.

  • Commercial Leasing
  • Company Formation
  • Corporate Governance
  • Debt and Equity Fundraising
  • Early stage and emerging growth companies
  • Employment
  • Executive Compensation and Employee Benefits
  • Partnerships and Joint ventures
  • Private Equity and Venture Capital Investing
  • Mergers and Acquisitions
  • Securities and Private Placements
  • Outside General Counsel and Business Counseling
  • Technology Transactions & Licensing

General Counsel Services

Company executives face greater workloads managing their teams as opportunities and threats happen both internally and externally. Clients need to know that their counsel will understand the motivations of all parties, instinctively know how things might playout in a situation, and provide sound advice towards a solution.

We strive to be the firm of choice for clients with respect to their most challenging legal issues, most significant business transactions and most critical disputes. We’re known for representing companies throughout their business life cycles, for understanding the challenges they face and for providing the practical business advice they need. As such, clients view us as key business advisors who provide much more than legal advice. We use both our legal and business experience to handle day-to-day legal matters in a practical and efficient manner.

We also work frequently with other law firms to resolve the especially complex legal questions their clients present. When appropriate, we tap the excellent relationships we maintain with other professional organizations, including various accounting firms, financial institutions and private equity groups to help clients achieve their goals.

Mergers & Acquisitions

M&A and joint venture activity from strategic buyers and partners continues to flow due to large cash reserves, availability of credit on favorable terms, uncertain regulatory compliance costs, and opportunities to capture market share or to access intellectual property talent. Opportunities in information technology, financial technology (“FinTech”), agricultural tech (“AgTech”), the internet of things (“IoT”), medical, consumer, food, and beverage are particularly great. Client value practitioners who understand their industry to anticipate issues, who have a feel for what motivates people to move a deal forward, and then who can work as a team to capture all of the sophisticated nuances in documents.

Our mergers and acquisitions services span the entire transaction lifecycle. We perform due diligence investigations, strategize legal structures, confer with colleagues to consider tax and accounting ramifications and funding sources, prepare and negotiate deal documentation, confidentiality agreements, letters of intent, exclusivity agreements, disclosure schedules, third party consents, stock/asset purchase agreements, and transition services agreements. Over the years, we’ve worked on public and private deals, asset sales and stock sales, sell-side and buy-side engagements.

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