- Mergers and Acquisitions
- Securities Transactions
- Joint Ventures and Strategic Alliances
- General Corporate Representation
Mergers and Acquisitions
We represent public and private companies in connection with negotiated
transactions (including mergers, stock purchases and asset
acquisitions, leveraged buyouts and tender offers), and other
transactions involving changes in corporate control. Our role in merger
and acquisition transactions includes the formulation of tactical,
structural and negotiating positions. We provide advice to directors
concerning the standards and requirements for director action and their
exercise of business judgment, disclosure obligations, regulatory
compliance and communications with shareholders. We represent buyers
(both strategic and financial buyers) and target companies (and their
boards of directors and committees thereof), investment banking firms,
merchant banking firms and other financial institutions. Our clients
are both U.S. and non-U.S. entities.
Securities Transactions
We have a diversified securities practice representing issuers,
underwriters, placement agents, purchasers and other participants in
the domestic and international securities and capital markets. We act
as counsel to both U.S. and non-U.S. issuers and underwriters in public
offerings and private placements, including initial public offerings,
shelf offerings, traditional and Rule 144A private placements, exchange
offers, venture capital investments, cross-border securities offerings
(including both registered and Regulation S offerings), privatization
and offerings in conjunction with acquisitions. The securities involved
in these financings include all types of equity and debt securities
such as common stock, high-yield debt instruments, medium term notes,
commercial paper, industrial revenue bonds, and senior and
subordinated, secured and unsecured debt securities. Additionally, we
serve as counsel in the establishment of depository receipt facilities.
Our lawyers also work with lawyers in the Real Estate Department to
structure innovative real estate securities offerings and with lawyers
in the Securitization Group to create new products and opportunities.
Joint Ventures and Strategic Alliances
In recent years, there have been increased joint venture and other
strategic alliance activity. We have represented clients in both
domestic and international joint ventures in diverse industry sectors,
including pharmaceutical, entertainment, consumer products,
telecommunications, airline catering, minerals and mining, and
petroleum distribution, and with respect to international
infrastructure projects. The geographic scope of our joint venture
activities has extended throughout North, Central and South America,
Europe, Africa, Asia and Australia.
General Corporate Representation
We represent a variety of business enterprises as general corporate
counsel. In this capacity, we handle general corporate, securities,
executive compensation and other commercial matters. For non-U.S.
clients, we have specialized knowledge of the U.S. Commerce Department,
Department of Defense and State Department regulations particular to
foreign investments in the U.S.
The firm's corporate practice includes representation of boards of
directors, their committees and others with respect to issues relating
to corporate governance, business judgment, disclosure obligations and
compliance matters arising under state and federal laws, including Sarbanes-Oxley.
Also, in conjunction with other departments in the firm, the lawyers in
the corporate practice advise clients, including boards of directors
and their committees, in the conduct of special internal
investigations. These matters involve both civil and criminal issues,
and include insider trading and regulatory compliance issues. We also
represent clients in connection with investigations and other
proceedings before governmental agencies and self-regulatory
organizations.
