Formation, Structuring and General Corporate Advice
The foundation of a good corporate practice is understanding and meeting clients’ day-to-day business needs. Our attorneys regularly work with clients in all aspects of their business ventures, from determining entity type and structure, through funding (equity and debt) and growth, and through exit.
We act as outside general counsel to private companies of all sizes and in a myriad of industries, as well as counsel high net worth individuals and family offices. Our team advises business owners, directors and officers, as well as in-house counsel, on all the legal facets and related business matters that arise in the day-to-day operation of a business. We understand that our clients look to us as trusted advisors, and in that role we provide practical, goal oriented advice that is not only legally sound but keeps sight of the business needs, goals and resource constraints of our clients.
Mergers and Acquisitions
Our experienced corporate attorneys have handled complex M&A transactions throughout the United States and overseas. We have extensive experience in advising clients on both the buy-side and sell-side, and work with small privately held businesses, larger middle market companies and private equity and venture capital firms. We have also been retained to work with boards of directors and management in an M&A context. Our attorneys work closely with lawyers in MSF’s intellectual property, tax, employment and real estate groups as needed to provide appropriate support for transactions. We are well-versed in the various M&A transaction structures, including mergers, purchases and sales of stock and assets, leveraged buy-outs, recapitalizations and other corporate restructurings.
Public and Private Offerings of Securities, Securities Exchange Act of 1934 Registration, Reporting and Compliance
We guide clients through both private and public securities offerings, and have represented domestic and foreign issuers, early and later stage investors and investor syndicates, underwriters and placement agents.
For public securities matters, we handle all client needs, including preparing registration statements and related prospectuses, negotiating underwriting arrangements, securing listing on securities exchanges and coordinating all communications with the Securities and Exchange Commission, self-regulatory organizations and State securities agencies. We also advise issuers and placement agents on all aspects of private offerings of securities, and represent clients in reverse merger and PIPE (private investment in public equity) transactions.
For private securities matters, we assist issuers, investors, lenders and placement agents in the preparation of private placement memorandums, negotiation placement agent arrangements, and negotiation investment terms in all corporate structures ranging from common equity interests to preferred equity interests to traditional and convertible debt.
Our attorneys regularly counsel publicly-held companies on Sarbanes-Oxley Act of 2002 compliance and the related corporate governance rules of the various national securities exchanges, including such matters as director independence and implementation and documentation of corporate governance procedures and controls. We also assist clients in preparing periodic reports, proxy statements and other filings required by the Securities Exchange Act of 1934.
Private Equity and Venture Capital
The attorneys in our private equity and venture capital practice have substantial experience assisting private equity and venture capital funds and their portfolio companies. We regularly represent companies seeking private equity, venture capital or angel investment with respect to control and minority investments through debt or equity financings, including negotiations of terms sheets and investment documents relating to acquisitions, dispositions and restructurings. We assemble the right team of attorneys with experience in mergers and acquisitions, commercial finance, tax, employment, intellectual property and real estate, to advise clients on market terms for transactions and assist investors and company-side clients with all aspects of venture capital and private equity transactions.
We have considerable experience structuring and negotiating joint ventures, whether through a separate legal vehicle such as a corporation, limited liability company or partnership, or other form of joint contractual arrangement such as co-venturing, licensing, joint marketing and a myriad of other joint contractual relationships. Our attorneys possess the depth of legal and business experience to not only provide sophisticated legal advice needed for these types of joint ventures, but also to use that experience to deliver our advice with a practical perspective that anticipates and takes into consideration the business needs of our clients.
We work with the attorneys in MSF’s tax group to provide guidance in tax planning on a wide range of matters, from general corporate matters like executive and incentive compensation to structuring and negotiating complex transactions, all with the goal of ensuring tax efficiencies and minimizing tax risks for our clients.
Our firm regularly represents non-U.S. clients on operational and transactional matters in the United States, as well as U.S. clients who engage in transactions and investments abroad. We work with companies all over the world on issues ranging from forming and operating in the U.S., to raising capital, entering into joint ventures, and mergers and acquisitions. We also work closely with an international network of independent law firms, in-house lawyers and related professional advisors, which now includes members in more than 45 countries and 150 cities globally, to coordinate and provide the same quality legal services internationally that we provide domestically.
Restaurant and Hospitality
We regularly represent some of the most well-known restaurant and hospitality names in the world. Our attorneys have represented restaurant and hospitality business owners and operators, investors, chefs and management companies in all aspects of their business, including organization, formation, capital raise, financing, structuring partnerships and joint ventures; real estate matters including purchase and lease of space in malls, mixed-use buildings, casinos, hotels, stand-alone pad sites, food courts, office buildings and airports; employment matters ranging from defense of wage and hour litigations, policy drafting, contracts, and advising on day-to-day industry specific human resources matters and litigation prevention; and, purchase and sale of restaurants, bars, night clubs and related assets.
We also represent clients in financing agreements with and on behalf of equipment and supply companies, borrowers, lenders and private investors; marketing and promotional programs, distribution and franchise issues, general commercial matters and construction, vendor and other contracts and related issues; management and franchise agreements; registration and enforcement of trademark rights; and negotiation of television, publishing and licensing agreements on behalf of food and beverage personalities.
Our crisis management team guides clients through the most stressful situations that famous athletes, celebrities, high-profile business people, high-net worth individuals, and public and private companies can encounter. When our clients are faced with situations that present significant legal, relationship, financial and public relations exposure, we take all immediate and appropriate actions to remediate and resolve the crisis. Our team’s experience, insight and access to former prosecutors, law enforcement personnel, intelligence operatives and other subject-matter specialists provide us with a significant advantage in protecting our clients and preserving their reputations, personal and professional relationships and financial well-being.
We have a proven track record of resolving crises before they cause irreversible harm to our clients, including extortion and blackmail attempts, potential photo and video scandals, harassment and stalking allegations, paternity-related issues, assault and harassment allegations, physical and cybersecurity breaches and encounters with law enforcement.
Above all, we take a practical, hands-on approach to such problems, and we apply techniques that depend on creativity, street smarts, and a deep understanding of human nature. Much of our success in this area can be traced back to our reputation and connections, and our network of experts and operations people on the ground. Over the years, we have learned that responding to the 2 a.m. phone call in a swift and appropriate manner and quickly tapping into that network can transform a potentially life-altering incident for our client to one that can be mitigated, managed and ultimately forgotten.
We counsel our clients on corporate, limited liability company and partnership formation, as well as structure and governance. We also work with our clients on general corporate representation, complex merger and acquisition transactions, private equity and venture capital transactions, joint ventures and public and private offerings of securities. The experienced Corporate Group attorneys provide sophisticated yet pragmatic counsel that is technically sound, informed by business experience and goal oriented and work closely with the other practice groups to accomplish our client’s goals.
Many of our attorneys have worked at some of the most prestigious law firms in New York. They have come to MSF to provide a more hands on approach to the practice of law in an environment that understands business needs and is focused on achieving our clients’ objectives. We provide counsel to companies across a variety of industries and all stages of growth, and also work closely with family offices, high net worth individuals and entrepreneurs. This breadth of experience enables our attorneys to provide superior and sophisticated service and advice in an efficient, cost-effective manner.
The Firm’s Corporate Group is active in the following areas: