CORPORATE AND SECURITIES
We counsel many of our business clients on a regular, ongoing basis, handling the legal matters that each business encounters over its lifetime. We handle the formation of corporations, limited liability companies, partnerships and other entities, and the drafting and negotiation of various commercial agreements, including internal organizational documents such as shareholders agreements and operating agreements, employment agreements, termination agreements and compensation plans, equipment leasing and financings and real property leasing, franchise, distributor, confidentiality and customer agreements and restructuring workout and dissolution documents. We represent a variety of publicly-traded and privately-held companies both in connection with their basic business matters and extraordinary transactions.
We have extensive expertise in all corporate and securities practice areas including governance and compliance, mergers, public acquisitions, and private equity and debt offerings, as well as general business counseling.
Corporate Governance and Compliance
We advise our clients on a full range of corporate governance and related matters such as:
- board of directors and committee composition, practices and procedures
- development of board committee charters, governance guidelines, codes of conduct and other corporate programs and policies
- directors’ duties and responsibilities
- CEO/CFO certifications
- compliance with applicable state and federal laws and the regulatory requirements of the SEC, the New York Stock Exchange, the NASDAQ Stock Market and the American Stock Exchange
Our objective is to ensure that our clients have in place comprehensive programs to guide them and their employees in conducting business ethically and in compliance with legal and regulatory requirements. Compliance programs are designed and tailored to conform to the requirements of the Sarbanes-Oxley Act of 2002 and the regulatory requirements of the SEC and the various stock exchanges, as well as each client’s business requirements, taking into account the existing organizational and management structures, culture and needs.
Capital and Equity Financing
We have structured initial public offerings, follow-on offerings by public companies, PIPE transactions and offerings by companies and selling stockholders pursuant to shelf registrations. These offerings have involved common stock, preferred stock and other forms of equity, as well as a full range of debt and convertible debt securities. In our representation of companies in debt and equity financings, we negotiate, draft and review all appropriate agreements and offering documents and ensure compliance with the applicable statutes and regulations.
Mergers and Acquisitions
We represent sellers and purchasers of a wide variety of businesses, servicing companies of all sizes ranging from start-ups to billion dollar corporations. We have handled transactions for businesses in manufacturing, service, retail and real estate industries and medical practices.
We work with an extensive network of investment bankers, underwriters, venture capitalists and lending institutions throughout the country. We also work closely with our client’s tax and financial advisors to develop an acquisition or disposition strategy that maximizes our client’s economic benefits.
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