OVERVIEW

The Corporate and Securities Group provides strategic solutions to the complex legal and business issues facing clients while helping them achieve their business objectives. Clients range from entrepreneurs seeking counsel on selecting the correct business form and raising capital, to established companies looking to grow through acquisitions and form strategic alliances, to private equity firms requiring assistance in the acquisition or divestiture of portfolio companies. We advise clients on transactional, regulatory and compliance issues, as well as representation in litigation and enforcement matters, and provide advice to publicly traded companies and their boards of directors on Sarbanes-Oxley, Dodd-Frank and other corporate governance matters. Our experienced and multidisciplinary team is focused on providing practical, business-oriented advice in an efficient and cost-effective manner.

We assist clients in selecting the proper legal entity in which to conduct business and draft the necessary documentation, including corporate formation documents, limited liability company operating agreements, limited partnership or general partnership agreements and shareholder agreements. We are adept in negotiating, drafting and reviewing agreements of all types, including employment, distribution, manufacturing and licensing across multiple industries. We assist clients with transactions that provide access to debt and equity capital through the sale of stock, partnership or limited liability company interests, or through the issuance of debt to institutional lenders. Our clients rely on us to provide strategic counsel in negotiations and to advise them with respect to reviewing, negotiating and closing commercial loan transactions. When our clients seek opportunities to expand, whether through partnership or strategic alliance or by making strategic acquisitions, we provide the legal guidance and draft and negotiate the necessary documentation to facilitate these transactions. We also assist our clients with understanding and complying with the myriad federal, state and local regulations that apply to their businesses.

Although we are often the first point of contact for our clients, we draw on the experience of the lawyers in our varied practice groups to best serve our clients’ needs. We collaborate with members of the International, Labor and Employment, Tax and Estates, Bankruptcy and Creditors Rights, Real Estate, Finance, Intellectual Property, and Commercial Litigation groups to provide seamless solutions to our clients’ issues and help them achieve their business objectives.

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Representative Matters

  • Represented the strategic investment arm of a health insurance company with respect to its participation in a $33 million Series B financing round by Pager, Inc.
  • Represented a regional, nationally-affiliated health insurance company with respect to its participation, along with other health insurers, in a joint venture with a non-profit generic pharmaceutical company, helping to reduce the costs of certain generic drugs for participating plan members and other consumers
  • Represented a data analytics company that provides proprietary consumer intelligence to major luxury brands in its sale to a global communications agency.
  • Represented the strategic investment arm of a life and disability insurer in connection with its investment in a healthcare IT company that leverages clinical diagnostic data and AI to develop advanced analytics solutions for the healthcare, pharmaceutical and life science markets
  • Advised early stage company obtaining Series A round financing from a group of private equity investors, including drafting and negotiation of investor rights agreement and advised and negotiated subsequent additional rounds of bridge financing from private equity investors
  • Represented a European-based pharmaceutical manufacturer, development and distribution company in the sale of worldwide distribution rights to a line of products; representation included drafting and negotiating an asset purchase agreement, a commercialization, development and license agreement and related manufacturing and supply agreements
  • Represented a financially distressed multinational tier two supplier in the automotive industry in a series of transactions involving an asset sale transaction, a stock sale transaction to another tier two competitor, and an asset sale to a tier one supplier
  • Advised in the structuring and formation of  a Delaware nonprofit corporation organized as a risk purchasing group for a national insurance brokerage
  • Advised and drafted corporate governance documents, including bylaws and standing resolutions, for middle market company following the death of the founder and president
  • Advised real estate investment entity regarding structuring, including multiple levels of ownership, and drafting limited liability company operating agreement
  • Advised nonprofit corporation regarding governance issues and revised corporate governance documents including articles of incorporation and bylaws consistent with succession planning following the retirement of founder
  • Advised client regarding formation and structuring of limited liability company to be owned by the senior and junior loan participants in real estate transferred to the limited liability company by deed in lieu of foreclosure on a mortgage loan
  • Advised life insurance company in sale of a senior note secured by real estate portfolio
  • Represented a foreign manufacturer of pharmaceutical products and medical devices in the domestic license and distribution of its products to a U.S. based pharmaceutical company 
  • Represented founder of specialty pharmaceutical company in connection with bridge loan financing from existing private equity investors 
  • Represented a privately held U.S. based pharmaceutical manufacturing and development company in obtaining private equity financing from U.S. and European based private equity firms
  • Defense of securities fraud class actions brought against companies including a leading bio-pharma company and a mid-sized software firm and a regional financial institution
  • Defense of a research firm in two highly publicized securities cases involving allegations of market manipulation against investment advisors, hedge funds, financial institutions and other professionals
  • Represented a public electronic components manufacturer in its sale through a tax free exchange with another public company
  • Defense of officers and directors in “controlling person” litigation brought by individuals opting out of a class-wide settlement
  • Representation of individuals and companies in SEC formal investigations and informal inquiries of alleged securities fraud and insider trading
  • Defense of unauthorized trading and churning claims
  • Represented a Nasdaq-listed company in an international arbitration arising from naked short selling activity

NEWS & RESOURCES

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