Corporate Governance

Senior management and boards of directors, compensation committees, and audit committees of public companies.

• Guidance:  Senior management and boards of directors, compensation committees, and audit committees of public companies.
• Compensation:  Executive compensation, equity-based compensation plans, and Section 16 analysis.
• Risk Management:  Director and officer liability issues.
• SEC Compliance: Public disclosure obligations (including new obligations under the Sarbanes-Oxley Act), shareholder communications, proxy voting, and shareholder proposals. Director and officer liability issues. Executive compensation, equity-based compensation plans, and Section 16 analysis.

Mergers & Acquisitions

Public and private enterprises, including negotiated transactions, tender offers, and proxy contests; representing both buyers and sellers.

• Acquisitions:  Public and private enterprises, including negotiated transactions, tender offers, and proxy contests; representing both buyers and sellers.
• Mergers:  Stock and cash transactions (including tender offers).
• Diligence:  Intellectual property, real estate, and other liabilities due diligence.
• Corporate roll-ups.

Securities

Negotiated transactions, tender offers, proxy contests, and related Hart-Scott-Rodino antitrust filings.

• Public and Private Acquisitions:  Negotiated transactions, tender offers, proxy contests, and related Hart-Scott-Rodino antitrust filings.
• Buyouts:  Management buyouts, leveraged buyouts, corporate restructurings, and loan workouts.
• Offerings:  Initial and secondary public equity and debt offerings and private placements.
• Compliance: SEC periodic reporting and other securities law compliance issues related to broker-dealers and issuers. 

ESOP Services

• Design and implement ESOP transactions to accomplish liquidity and exit objectives; shareholder buy-outs, corporate acquisitions and employee motivation.
• Stock purchases and sales.
• Corporate succession planning; estate planning; corporate financings; mergers and acquisitions; hostile takeover defenses.
• Use in corporate acquisitions to obtain better purchase price through tax benefits to selling shareholders.
• Coordinate project with client's other advisors, such as stock appraiser, accountant, and plan administrator
• Consultation on day-to-day operational issues, such as coordination with other plans, stock appraisal, corporate governance, distribution and repurchase obligation and other administrative issues.
• See our Tax Practice description for a more complete summary of our ESOP services.

Asset Securitization

• Asset securitizations using automobile loans, boat loans, recreational vehicle loans, and contract rights.
• Public offerings and private placements, on- and off-balance sheet structures, and single-issuer revolving warehouse commercial paper conduits.

Banking Finance

Secured and unsecured debt financings.

• Finance:  Secured and unsecured debt financings.
• Compliance:  Banking and other financial industry compliance matters, including issuance of securities, creation of special-purpose subsidiaries, and application for approvals to engage in new lines of business.
• Transactions:  Project finance, capital leasing, and other financing transactions, including tax planning, regulatory, and environmental matters.
• Restructurings and reorganizations.

Media Finance

Secured and unsecured on behalf of domestic and foreign banks, other financial institutions, and independent motion picture production companies as lenders and borrowers in media, film, television, and software lending/borrowing.

• Debt Financings:  Secured and unsecured on behalf of domestic and foreign banks, other financial institutions, and independent motion picture production companies as lenders and borrowers in media, film, television, and software lending/borrowing.
• Secured Financings: Multimillion-dollar loan obligations secured primarily by copyrights, patents, trademarks, and related accounts receivable.

Security Alarm, Integration and Homeland Security

Mergers and acquisitions, securities offerings, financings, consumer contracts, licensing and regulatory matters, intellectual property rights, and labor and employment issues.

• Security Alarm and Guard Industry Operations:  Mergers and acquisitions, securities offerings, financings, consumer contracts, licensing and regulatory matters, intellectual property rights, and labor and employment issues.
• Homeland Security:  Advise and assist foreign and domestic companies in the security, manufacturing, trade and defense industries regarding government contracts and financings as well as mergers and acquisitions, licensing and regulatory matters.
• Trade Associations: Representation of security alarm industry associations and trade groups.