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Corporate Transactional corporate and securities law practice with emphasis in the representation of corporate clients and investment and commercial banks in mergers and acquisitions, public and private offerings, financings, restructurings and leveraged buyouts. Responsibilities include organizing all aspects of a transaction; directing and overseeing junior associates; drafting and negotiating purchase agreements, merger agreements, indentures, underwriting agreements, and other transactional documents; drafting registration statements and proxy statements for filing with the SEC; interacting with and responding to inquiries from the SEC and NASD. Extensive familiarity with the disclosure and compliance requirements of the Securities Act of 1933 and Securities Exchange Act of 1934. Securities: Drafting and negotiation of documents relating to initial and secondary public offerings and private placements of equity and debt securities, including registration statements (forms S-1 and S-3) and other SEC filings (forms 10-K, 10-Q and 8-A), private placement offering memoranda, indentures, underwriting agreements, corporate charters and bylaws, accountant's letters and opinions. Banking: Drafting and negotiation of documentation in support of credit facilities and international project financings including syndicated term and revolving credit agreements, bridge loan agreements, letters of credit, note purchase agreements, collateral assignments, collateral agency agreements, escrow agreements and intercreditor agreements. Mergers & Acquisitions: Drafting and negotiation of documentation relating to stock and asset acquisitions and dispositions, joint ventures and mergers including stock purchase agreements, asset purchase agreements, partnership agreements, joint venture documents, merger agreements, stockholders' agreements, stock transfer agreements, voting agreements and Schedule 13-D and Hart-Scott Rodino filings. Practice consists of serving as a legal adviser in all aspects of capital markets structure, products and transactions and the regulation of the participants in those markets under securities, banking, commodities and other laws. Work has included securities issues (debt and equity), U.S. financings for foreign entities, medium-term note programs, mergers and acquisitions, corporate reorganizations and restructurings, asset-based finance and securitized borrowings and investment company matters. Involvement has been with underwriters and issuers active in the commercial real estate, emerging markets, financial institutions, investment banking, natural resources, retail, shipping, technology and transportation fields. (Summer Associate, 1990) Broad experience in corporate transactional practice, including mergers and acquisitions for public and private companies, investor representation for venture capital financings, company and underwriter representation for equity offerings, underwriter representation for 144A senior subordinated notes offering, and company representation for revolving credit facilities. Drafted merger agreements, Schedule 14D-9, stock purchase agreements, stockholders agreement, registration rights agreements, certificate of designation for convertible preferred stock, indenture, LLC operating agreements, manufacturing agreement, employment agreements, confidentiality agreements, legal opinions and board resolutions. Negotiated venture capital financings, including term sheet, stock purchase agreements, stockholders agreement and registration rights agreement. Prepared and reviewed SEC filings, including 8Ks. Reviewed 10Ks, 10Qs and proxy statements. Extensive experience forming corporations and limited liability companies in Delaware, New York and California. Conducted extensive due diligence reviews. Corporate and securities law practice with an emphasis on the representation of corporate clients and investment and commercial banks in mergers and acquisitions, public and private offerings, financings, restructurings, leveraged buyouts and asset securitizations involving loan receivables, automobile leases, mortgages and other assets. Counsel institutional lenders and borrowers in a variety of domestic and international acquisitions and financings involving secured and unsecured loans, merger and acquisition loans, equipment financing, leveraged leases, asset-backed loans, revolving credit loans, letters of credit and other institutional investments. Transactional experience includes drafting and review of stock and asset purchase agreements, merger agreements, underwriting agreements, syndicated and single bank credit agreements and indentures, as well as preparation of corporate filings, legal opinions and due diligence investigations. General corporate experience includes drafting documents for an asset purchase/merger and a stock acquisition, including a loan agreement, promissory notes, board resolutions, patent and trademark assignments, officers' certificates, FIRPTA certificates, memoranda on appraisal rights and SEC rule 504; setting up a holding company which involved drafting shareholders agreements, stock purchase agreements, employment agreements and consulting agreements; SEC filings, including Schedule 13Ds, Forms 3, 4 and 5; drafting amendments to certificate of incorporation and shareholders agreement on an issuance of preferred stock; reviewing documents for an initial public offering, including a trust indenture, underwriting agreements, merger agreements and registration statement; reviewing documents for a project finance deal, including a construction agreement, energy services agreement and lease; drafting portions of a purchase agreement and general corporate housekeeping. Broad-based corporate and securities practice. Corporate practice includes mergers, acquisitions and dispositions of assets and securities of publicly-held and private corporations, and corporate and partnership restructurings. Draft and negotiate stock and asset purchase agreements, stockholders agreements, partnership agreements, registration rights agreements, license agreements, non-competition agreements, employment agreements, stock option plans and organizational documents. Securities law experience includes representation of issuers in public offerings and private placements of debt and equity securities, preparation of registration statements and private offering documents, and preparation of proxy statements and other Exchange Act documents. Function in general counsel capacity to several public companies. Draft and negotiate operative documents for debt and equity financings, including credit agreements, security agreements, warrants and exchange/conversion agreements; prepare documentation in connection with private offerings of interests in partnerships, limited liability companies (LLCs) and corporations, including subscription agreements, offering memoranda, operating agreements for LLCs; draft documentation in connection with mergers and acquisitions representing both acquiror and target; draft shareholder agreements, stock purchase agreements, option agreements, employment agreements; prepare SEC filings, including Form 10-Ks, Schedule 13Ds, Forms 3s and Form 4s, and Schedules 14D-1 and 14D-9; due diligence review; corporate research and other general corporate matters. General corporate and securities experience, including 1933 Act registered public offerings, private placements, negotiated asset sales, joint ventures, loan workouts and corporate reorganizations. Drafted and negotiated principle and ancillary documents related to the foregoing, including private placement memoranda, joint venture agreements, settlement agreements and underwriting agreements. Assisted in preparation of banking applications to the Board of Governors of the Federal Reserve System; drafted client letters discussing applicable regulatory requirements in connection with such applications. Represented and advised corporations and financial institutions on a wide range of corporate and securities transactions, including public offerings, private placements, mergers, acquisitions, restructurings and bank financings. Negotiated and drafted settlement agreements, asset purchase agreements, license agreements, shareholder agreements and loan documentation, including credit agreements, security agreements, subordination agreements and promissory notes. Prepared and coordinated filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, including registration statements, prospectuses, proxy statements and Schedules 13D. Securities experience: representation of underwriters in public equity offerings by real estate investment trusts. Responsibilities include negotiating documentation with opposing counsel and accountants; supervising due diligence review by junior associates, preparing SEC filings. Project finance experience: representation of lenders and sponsors in the financing of large overseas power projects. Responsibilities include drafting project documents; drafting financing documents; reviewing foreign law issues with local counsel and preparing memoranda for clients re same; reviewing insurance documentation. Equipment leasing experience: representation of lenders in multi-tranche aircraft leasing transactions. Solely responsible for closing second-tranche transactions and extensions of transactions, including: drafting and negotiating documentation; advising multi-institution client group; supervising junior associates. Draft and negotiate operative documents for bank financings, including credit agreements, amendments to credit agreements, security agreements, pledge agreements, assignment and assumption agreements, opinions of counsel, subsidiary guaranties, notices of borrowing, notices of effective date, notes, letters of credit, officers' certificates, UCC-1 financing statements, disclosure schedules and patent, trademark and copyright assignments; draft and negotiate operative documents for mergers and acquisitions representing the acquiror, including stock subscription agreements, purchase agreements, shareholders agreements, indemnification agreements, pledge agreements, employment agreements, consulting agreements, advisory services agreements, non-competition agreements, stock option plans, notes, officers' certificates, disclosure schedules and board resolutions; draft and negotiate operative documents in connection with the issuance of multi-modal industrial development revenue bonds, including reimbursement agreements, pledge and security agreements, guaranties, letters of credit, trustee's drawing certificates, opinions of counsel and officers' certificates; conduct due diligence review and corporate research; extensive contact with clients and opposing counsel. Represent underwriters and issuers in private and public mortgage-backed and asset-backed transactions. Securitized assets include single and multi-family mortgages, FHA title I loans, home equity loans, commercial mortgage loans and tax liens. Structures include real estate mortgage investment conduits, owner trusts and grantor trusts. Experienced in off-shore collateralized bond obligation transactions. Draft prospectuses, private placement memoranda, loan purchase agreements, pooling and servicing agreements, sale and servicing agreements, indentures, trust agreements, administration agreements, custodial agreements, enforceability opinions and true sale opinions. Represent start-up and existing offshore and U.S. hedge funds, and to a lesser extent, commodity pools and mutual funds, including the drafting of partnership, subscription, brokerage, escrow, and investment advisory agreements, memoranda and articles of association, offering memoranda, and opinions. Counsel fund sponsors, investment advisers, and brokers as to the applicability of, and compliance with, the Investment Advisers Act, Securities Act (including Regulation D and Regulation S), Securities Exchange Act, Investment Company Act, Commodity Exchange Act, and to a lesser extent, ERISA, Blue Sky, and U.S. tax and banking laws. Provide ongoing regulatory advice to clients (including brokerage houses, commercial banks, derivatives dealers, futures and stock exchanges, and high net work families), including the drafting of compliance policies and procedures, obtaining no-action letters, interpretations, and exemptions from the SEC and CFTC, and analyzing new financial products such as structured notes and other hybrid instruments. Negotiate and document over-the-counter derivatives master agreements and related credit support arrangements for swap dealers with counterparties that are commercial corporations, banks, insurance companies, employee benefit plans, investment advisers, investment companies, and hedge funds. General corporate, securities experience and investment fund practice. Corporate practice includes mergers, acquisitions and dispositions of assets and securities of publicly-held and private corporations. Worked on domestic and global acquisitions, drafted underwriting agreements, opinions of counsel and worked with local counsel on foreign closings, analyzing corporate law of foreign jurisdictions and restructuring foreign acquisitions to comply with such laws. Draft corporate organizational documents, various fund related contracts and board of directors material. Prepare open and closed-end fund registration statements, including prospectuses and statements of additional information. Assisted in the formation and registration of on-shore and off-shore funds. Prepared and coordinated filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, including registration statements, prospectuses, proxy statements and various Schedules. Researched various issues on state and federal securities laws, investment fund and investment advisory issues and conducted due diligence. Corporate Associate on the Investment Management Team. Working knowledge of the Investment Company Act of 1940. Draft corporate documents including articles of incorporation and other organizational materials, proxy materials, various fund related contracts and board of directors materials. Prepare open- and closed-end fund registration statements, including prospectuses and statements of additional information, and required annual filings. Assist in formation and registration of limited partnerships and off-shore funds. Assist in preparing no-action requests. Also participated in investment company acquisition, which included registering new broker-dealer and investment adviser. Corporate activities have included major mergers and acquisitions assignments. Negotiate and draft stock-for-stock mergers, stock-for-cash mergers, asset purchase and sale agreements, high-yield debt obligations, private placement memorandums (including SBICs), shareholder rights plans (poison pills), stock option agreements and lock-up agreements. Perform due diligence for buy-side, sell-side, issuer, and underwriter positions. Assist in Board presentations. Provide accounting advice within the firm. Wrote entire section of amicus brief which was submitted to the U.S. Supreme Court. General corporate experience involves representing buyers and financial advisors in strategic transactions including asset and stock acquisitions, spin off transaction and auctions of public and privately held companies; drafting sections of purchase agreements; negotiating disclosure schedules; reviewing anti-takeover defenses of potential acquirees; drafting ancillary deal documents; representing underwriters and placement agents in public and private offerings of equity and debt issues and due diligence. Responsible for negotiating and structuring numerous acquisition and corporate restructuring transactions. Also, coordinated numerous closings, conducted due diligence, drafting relevant documentation and engaged in significant client contact and development. Representation on buy-side and sell-side, in numerous corporate and partnership equity investments and auctions. Advise clients on issues relating to capitalization computations, corporate governance, pre-emptive rights and exit strategies (including tag and drag rights, first offer/refusal, demand and piggyback registration rights, put rights and redemption features of securities). Prepare anti-dilutive mechanisms tied to fair market value or strike/exercise price of warrants and convertible preferred stock. Review waterfall and fee structures of various partnerships. Negotiate indemnities. Structured escrow and indemnity arrangements to support representations. Representation of senior lenders in several senior lending transactions ranging from $50 million to $525 million. Advise clients on issues relating to prepayment application, various covenants, default contingencies, termination procedures. Some of these transactions involved subordinated debt, warrants and equity kickers. Representation of dealer manager or the purchaser/company in various self tender offers. |
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