Our Corporate attorneys assist clients in managing a broad range of complex, high-stakes corporate and financial matters, from game-changing transfers of power to day-to-day operational issues. These clients, including public and private issuers, underwriters, venture capital firms, high net worth individuals and other investors, rely on our experienced and creative corporate securities law counse
l to negotiate a wide variety of corporate and financing transactions, including:
Capital-raising transactions
Securities offerings
Mergers and acquisitions
Credit facilities and other loans
Venture capital financings
Buyouts and “going private” deals
Our corporate attorneys routinely collaborate with colleagues, including attorneys in our Tax, Real Estate, Employment, Employee Benefits, Intellectual Property and Bankruptcy & Financial Restructuring practice groups, to address the complex legal issues related to these transactions and to our clients’ daily operations. Public Companies
Leveraging our experience in regulatory compliance, corporate governance and federal and state securities law, we serve as general and special counsel for a large and diverse group of companies with securities listed on the New York Stock Exchange (NYSE), NYSE Amex and Nasdaq markets. Ranging from national and multinational businesses to small and middle-market issuers, our clients depend on us to help them navigate the complexities of Securities and Exchange Commission (SEC) reporting requirements, corporate governance guidelines, general disclosure compliance and other related matters. Privately-Held Companies
Our corporate attorneys also represent entrepreneurs and the executive management of closely held companies as they start up, operate and sell or merge their businesses. We frequently serve as general counsel during negotiations with venture capitalists, private equity investors and merger and acquisition candidates, and advise clients regularly with respect to governance matters and their day-to-day business. Investors
We advise private equity investors, venture capitalists, private equity fund sponsors, high net worth individuals and other investors in a wide variety of private and public equity and debt transactions. Our Corporate Finance attorneys have extensive experience structuring, negotiating and completing complex financing transactions on behalf of our clients, including companies seeking to borrow capital or issue securities, financial institutions and investment funds serving as lenders, participants and secondary market, distressed debt purchasers. Collaborating with colleagues in our Tax, Real Estate, Employment, Employee Benefits, Intellectual Property and Bankruptcy & Financial Restructuring practice groups, we are able to structure and complete a broad range of transactions in the most advantageous manner possible for our clients, including senior secured loans, mezzanine and junior lien financings, public and 144A bond issuances, asset-backed and capital market transactions, private placements and other finance deals involving a range of assets and business types. Corporate Governance
Overview
We represent public and private companies and their directors and officers (D&O) in connection with all aspects of corporate governance, including corporate compliance, D&O insurance and indemnification and corporate crisis management. Regulatory Compliance and Reporting
As part of our ongoing representation of public companies, we regularly advise clients with respect to their compliance and disclosure obligations under the federal securities laws, including the Dodd-Frank Act and the JOBS Act and various related rules and regulations of the Securities and Exchange Commission, New York Stock Exchange, Nasdaq, NYSE Amex and other self-regulatory bodies and relevant state laws. These issues include director and auditor independence, board committee composition and responsibilities, disclosure controls, loans to insiders, document retention, whistleblowing policies, CEO and CFO certifications of SEC reports and corporate governance guidelines and codes of ethics. We assist our clients with their preparation of annual and quarterly reports, Form 8-K disclosures, proxy solicitations, including enhanced proxy statement disclosures and shareholder proposals, and advise them regarding securities law aspects of employee benefit plans, Regulation Fair Disclosure (FD) and insider trading restrictions and issues relating to regulatory enforcement proceedings and the concerns of institutional investors and proxy advisory services. Directors and Executive Officers
In addition, we advise boards of directors, board committees (including special committees), directors and executive officers with respect to D&O insurance and indemnification matters. We represent independent directors and special committees in connection with mergers and acquisitions and related party transactions. Working with our Activist Practice, Litigation and Employment groups, we also provide advice to boards of directors and senior management on crisis management matters. Mergers & Acquisitions Law
OverviewRepresentative TransactionsNews
Merger and acquisition transactions are among the most complex and heated of business arrangements. We have extensive experience in negotiating and completing these transactions, including negotiated and contested mergers, stock and asset purchases, tender and exchange offers, spin-offs, restructurings and acquisitions out of bankruptcy, leveraged buyouts, private equity investments and joint ventures. Working together with colleagues in our Tax, Real Estate, Employment, Employee Benefits, Intellectual Property and Business Reorganization groups, we are able to structure, negotiate and complete these complex transactions in the most advantageous manner possible for our clients. In connection with M&A opportunities, we also provide advice to boards of directors, board committees (including special committees), senior management and shareholders on a wide range of related corporate governance matters, including anti-takeover defenses and proxy contests. We Understand the Importance of Due Diligence in Mergers & Acquisitions Law
The complex nature of mergers and acquisitions law requires proper due diligence to be certain critical details are not overlooked. When representing the acquirer, we work closely with our clients to establish the right team of experts to review the target company’s existing contractual obligations and other essential agreements, so that our client is fully aware of the material risks involved. We assist clients in their review of outstanding liabilities carried by the target company. Our goal is to help provide an accurate assessment of the target’s key assets. We’re a Leading Midsize Mergers and Acquisitions Law Firm
Olshan was ranked as one of the top 20 midsize “Hot List” firms in the United States by the National Law Journal, which indicates that “the 20 firms listed here are good at what they do, but they’re also good at how they do it.”
Because we are a mergers and acquisitions law firm that takes a collaborative approach to serving our clients, you will benefit from keen insight provided by experienced M&A lawyers. We’ve successfully represented companies in M&A transactions involving a range from low millions to hundreds of millions of dollars. Private Equity & Venture Capital
OverviewRepresentative Transactions
Our attorneys regularly advise clients on the formation, operation and regulation of private funds. We provide services to a broad range of funds, investors and advisors, including private equity funds, hedge funds, venture capital funds and registered investment advisors throughout a fund’s lifecycle. Specifically, we represent private equity investors, venture capitalists, private equity fund sponsors, high net worth individuals and issuers in a wide variety of private equity and debt transactions, including buy-outs (leveraged and non-leveraged), early and late-stage venture investments, and restructurings and recapitalizations. We advise issuers and investors from the early stages of a company’s formation through financings, acquisitions and exit strategies. Securities Law & Capital Markets
OverviewRepresentative Transactions
As corporate and securities attorneys, our key goals include helping our clients expand their businesses, increase owner liquidity and achieve their long-term business objectives. To that end, we regularly counsel issuers, sponsors and underwriters with respect to equity and debt securities and alternative investment structures, including IPOs, secondary and follow-on offerings, convertible and high-yield debt offerings, PIPEs, registered direct offerings, stock buybacks, SPACs and Rule 144A/Regulation S private placements. Leveraging our expertise in corporate and securities law issues, we also advise management and boards of directors in a variety of public company, regulatory and ongoing corporate finance issues, including matters involving disclosure and regulatory reporting and compliance, liquidity, insider trading compliance, reporting and trading plans, executive and equity compensation, strategic and tactical acquisitions, shareholder activism and proxy contents, SEC enforcement and securities litigation.
