Finance/Mergers and Acquisitions

A significant portion of my practice represents numerous clients that are not regularly engaged in M&A and finance transactions. A critical element in almost every M&A and financial situation is the need for sophisticated and coordinated real-time legal advice and due diligence. My practice is geared toward providing clients with this type of service.

I can handle a spectrum of negotiated situations, including:

• Advance preparation for prospective negotiations
• Due Diligence
• Asset sales and purchases
• Stock/membership/partner sales and purchases
• Deferred Payments and earnouts
• Deal Structure
• Joint ventures
• Leveraged buyouts
• Private equity/Raising Capital
• Recapitalizations
• Spin-offs/Split-offs
• Strategic mergers

Tax

I work with the company’s tax accountants and advisors in handling intricate tax issues with the goal of reaching creative and value-added solutions tailored to each client’s specific needs. I have represented a broad array of public and private companies in connection with financial transactions including mergers and acquisitions, post-acquisition and post integration transactions, spin-offs and joint ventures. In addition the firm advises clients on:

• partnerships, LLCs, joint ventures and disregarded entities in a variety of unique contexts and in virtually every industry sector;
• corporate finance and funding transactions, recapitalizations, project finance, and tax equity transactions; and
• private equity.

Private Placements

A securities offering exempt from registration with the SEC is sometimes referred to as a private placement or an unregistered offering.  Under the federal securities laws, a company may not offer or sell securities unless the offering has been registered with the SEC or an exemption from registration is available.

Generally speaking, private placements are not subject to some of the laws and regulations that are designed to protect investors, such as the comprehensive disclosure requirements that apply to registered offerings.  Private and public companies engage in private placements to raise funds from investors.

I will advise companies and entrepreneurs on raising equity and debt capital primarily through Regulation D private placement offerings and certain other methods of private placements, including structure, due diligence and disclosure.  Regulation D under the Securities Act provides a number of exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the offering with the SEC.

Generalist Approach

Many companies need more than a specialist but someone who can provide general advice on which services a company may require.  The firm can work with other professionals to provide strategic advice and innovative solutions across a spectrum of practice areas.  This is commonly referred to as general counsel work. Trained in many facets of corporate law, the firm can provide advice to clients on their most significant and also routine transactions. A generalist approach produces the most well-rounded, seasoned transactional lawyers who can tailor advice for clients on all aspects of their unique situations and coordinate legal work with other professionals.