- 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.
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 advanced 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.