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The Corporate Department represents foreign and domestic clients ranging in size from Fortune 100 companies to individual entrepreneurs in a broad range of corporate, financial, securities, and real estate transactions.

capital markets & securities

We pride ourselves on being ahead of the curve in the capital markets arena. We communicate frequently with the staff of the Division of Corporation Finance of the SEC about new policy matters and the latest interpretive guidance to help our clients meet their SEC registration and financing objectives with the greatest possible speed and efficiency. We are known for adding value to our clients beyond legal services by proactively linking them with our extensive financial sector contacts to facilitate capital formation.

We specialize in representing emerging growth companies, underwriters and placement agents in:

  • Underwritten public offerings (IPOs and follow-on offerings, including shelf registrations and shelf takedowns)

  • Registered direct offerings

  • At-the-market offerings

  • Private placements (equity and convertible debt)

  • Reverse mergers and self-filings coupled with financings

  • Public offerings under SEC Regulation A, as soon to be amended and expanded

  • Obtaining stock exchange listings for qualified issuers 

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

securities exchange act of 1934 compliance & regulatory reporting

We are highly specialized in Exchange Act reporting and compliance, which is critical to a reporting company’s ability to raise capital, obtain shareholder approval or restructure outstanding derivative securities when needed. We use our deep expertise in Exchange Act reporting and compliance to help our reporting company clients avoid or quickly resolve SEC comments to Exchange Act reports, proxy statements and tender offer statements.

Our expertise in Exchange Act compliance includes:

  • Exchange Act registration statements (Forms 10 and 8-A)

  • Annual and quarterly reports (Forms 10-K and 10-Q)

  • Current reports (Form 8-K)

  • Proxy statements/proxy contests (Schedule 14A)

  • Information statements (Schedule 14C)

  • Tender offer statements (Schedule TO)

  • Insider filings (Forms 3, 4 and 5, Schedules 13G and 13D)

We have expertise advising clients on corporate, securities, commodities and derivatives regulatory and operations matters with particular emphasis on the organization, operations and regulatory compliance of investment management firms, private equity, venture capital and hedge fund sponsors and broker-dealers.

We also advise clients on the regulatory matters associated with mergers and acquisitions involving regulated entities, Investment Company Act analyses and new securities product development. We offer our clients experienced, practical and personalized solutions, not just technical legal advice, to enable our clients to best achieve their business goals in a highly regulated environment.

Our experience includes:

  • Initial SEC registrations

  • FINRA membership

  • Development of compliance programs

  • Substantive reviews of operating and compliance policies and procedures

  • Compliance training programs

  • SEC and other regulatory examinations

  • Regulatory reporting (e.g., 13D, 13F, 13G, 13H, Form PF)

mergers & acquisitions

We have extensive experience representing public and private companies in M&A transactions. As a result, our attorneys are adept not only in structuring, negotiating and documenting M&A transactions, but also in addressing the federal and state securities law compliance aspects of such transactions. We also guide our listed company clients in complying with stock exchange listing rules related to M&A. We excel in complex long range M&A planning for our clients, many of whom engage us for successive M&A transactions that prove critical to their growth plans. In addition to representing constituent entities in M&A transactions, we have the expertise and experience needed to represent investment banks in the preparation of fairness opinions for M&A transactions.

  • Statutory mergers

  • Share exchanges

  • Asset purchases and sales

  • Reverse mergers

  • Leveraged buyouts

  • Divestitures

  • 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

private equity / private funds

Top performing private equity funds excel at each stage of the portfolio company cycle: investment acquisition, investment optimization and investment realization or liquidation. Our private equity lawyers counsel private equity funds and their portfolio companies during each of these stages, providing legal and business advice and market expertise that enable fund managers and portfolio company senior managers to achieve their investment and operating objectives. We also represent private equity, venture capital and hedge funds and their principals during fund formation and fundraising as well as provide advice on complex internal governance issues that may arise between or among principals.

We also advise our corporate clients, as well as special committees, on a range of corporate governance matters, such as director and shareholder fiduciary duties, director independence, executive compensation arrangements and transactional and litigation risk analysis. We offer our clients a practical viewpoint on the shifting trends in corporate governance and proxy contests.

Our lawyers are skilled in structuring, negotiating and implementing all types of private equity transactions, including:

  • Growth equity investments

  • Leveraged buyouts

  • Going private transactions

  • Add-on investments

  • Consolidations and industry roll-ups

  • Joint ventures and strategic partnerships

  • Recapitalizations and divestments

general corporate law

We have significant experience with handling general corporate law compliance for our clients, especially with respect to Sarbanes-Oxley compliance. Our corporate clients also frequently call on us to help them deal with general corporate transactions and agreements such as distribution agreements, licensing agreements, consulting agreements, stock option plans and agreements, etc. Our ability to infuse business advice and sensibility as well as legal advice sets us apart from other law firms.

  • General Corporate Compliance

  • Sarbanes-Oxley Compliance

  • Stock Option Plans

  • General Corporate Transactions (Distribution Agreements, Licensing, Franchising, Consulting Agreements, etc.)

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.

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.

banking finance

  • Secured and unsecured debt financings.

  • Finance: Secured and unsecured debt financings.

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.

Spotlight

Imagine a colosseum, filled to capacity, noisy and chaotic. Now, turn out the lights. This image represents the marketplace for your company’s products or services – the exact details of the marketplace are formidably complex and hard to pin down. Every company carries the burden of finding “market fit” in order to build value for its shareholders. Often, even with the best formulated plans, accomplishing this feat comes through experimentation and tackling unforeseen obstacles. This takes time, money, and creativity. It also requires a smart and flexible approach – and this only addresses your company’s external challenges. Add to this the burdens of managing business performance internally, aligning your strategy across your entire enterprise, modernizing legacy business systems, and complying with regulatory burdens. The last thing you need to worry about is whether your company counsel has adequately protected you.

The corporate lawyers at MSK steadfastly focus on all things related to structuring transactions for corporate and tax purposes, corporate governance, meaningful due diligence, and countless other critical corporate legal issues so that you can focus on what matters most – building your business. Whether tackling the never ending list of “firsts” in an early stage venture or navigating the labyrinth of regulation by the U.S. Securities and Exchange Commission (SEC) and the stock exchanges, or compliance after going public, MSK anticipates your needs and does the worrying for you.

Representing companies from their earliest stages of formation through multiple rounds of angel or venture financings through their exits, either by M&A or going public, MSK has advised on innumerable corporate financings, ranging from Friends & Family rounds, Series Seed, Series A Preferred and subsequent preferred series, bridge financings prior to going public, IPO’s, venture debt facilities and follow-on public offerings. MSK has also advised on countless complex M&A transactions for emerging growth companies, including public, private, domestic and cross-border mergers.

Beyond all this, MSK’s Corporate & Business Transactions Group prides itself on adding value to clients beyond legal services. By working with MSK, clients benefit from an extensive rolodex of relationships, including connections to investment banks, capital sources, and M&A targets and acquirers. MSK gets fully invested in the success of its clients.

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