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Dedication to our clients and a deep understanding of their businesses makes the Buchalter Nemer Corporate Practice Group among the premier law practices of its kind.
Our Corporate attorneys provide expert, results oriented counseling that helps our clients—from entrepreneurial and emerging growth companies to publicly-traded national corporations—navigate the hazards and opportunities up ahead. Committed to forming and maintaining longstanding client relationships, we familiarize ourselves with each client organization and advise on virtually every aspect of their business operations. We have built our business legal counsel on a solid understanding of each company’s concerns, goals and day-to-day operations. By teaming with our clients, we are able to devise solutions that add value to and strengthen the foundations of their companies.
Our experienced attorneys provide dedicated, quality service with a proven track record of skillful execution in all types of business transactions, from the routine to the complex. We do more than just inform clients; we provide practical tools for action and detailed solutions to the range of issues our business clients face. We counsel our clients on labor and employment law, tax issues, how to protect their intellectual property and represent them in litigation. Our interdisciplinary approach provides clients with solutions to a vast range of business problems.
Representative transactions of our business practice:
* Formation of business entities, including corporations, limited liability companies, general and limited partnerships
* Drafting and/or negotiation of contracts with suppliers, distributors, customers and others
* Operational issues
* Compensation plans, including equity-based incentives
* Employment and labor issues
* Venture capital and private equity financing
* IPOs, public company filings and stockholder relations
* Mergers, acquisitions and joint ventures
* Fund formation and investment advisor issues
* Public company regulatory requirements
* Unfair competition
* Business tax and estate planning
* Protection of intellectual and proprietary rights
* Licensing matters
* Technology, multi-media and communications law
* Internet and e-commerce law
* Strategic partnership or joint venture agreements
* Family business succession
* Recapitalizations
* Securities transactions
Corporate Securities and Corporate Finance
Buchalter Nemer’s securities and corporate finance attorneys are expert in handling the issuance of securities in registered public offerings including initial public offerings, follow-on primary offerings, secondary offerings, registered shelf (including universal shelf) offerings, exchange offers, and recapitalizations, involving common stock, preferred stock, warrants and other forms of equity, senior, mezzanine and subordinated debt, convertible debt and other “hybrid” securities.
We participate in all aspects of the private placement of securities, representing issuers, private placement agents, equity funds, institutional investors and venture capital firms in every type of private financing transaction, including seed financing, angel investments, venture capital financing, later stage equity or mezzanine financing, PIPES, Regulation S, and private debt financing. We serve as counsel to investment banking firms and issuers in connection with initial and other public and private offerings of securities. Our deep knowledge, diversity of experience and securities expertise enable us to assist our clients through the complete maze of business and regulatory compliance issues that arise in these transactions.
Public Companies - Corporate Governance and '34 Act Compliance
Our attorneys are intimately familiar with the Securities Exchange Act of 1934, Sarbanes-Oxley and the rules of the various exchanges and NASDAQ. Buchalter Nemer attorneys provide ongoing securities and corporate governance advice to public companies and their subsidiaries on corporate governance matters, general disclosure issues and compliance with federal and state securities laws. We routinely advise our clients on periodic filings with the Securities and Exchange Commission, public disclosure issues and securities transaction policies.
We are uniquely qualified to handle SEC and other federal agency enforcement investigations concerning SOX corporate governance, insider trading, reporting issues or misconduct investigations. Buchalter Nemer attorneys also represent boards of directors, independent directors and special committees in connection with internal and external investigations and audits.
Buchalter Nemer attorneys provide advice in connection with:
Filings of annual, quarterly and periodic reports and proxy statements with the Securities and Exchange Commission and Section 16 compliance;
Board and committee composition, process and independence;
Executive compensation, including employment agreements, severance agreements and stock option plans;
Risk management, including indemnity arrangements and D&O insurance; and
Corporate governance-related disclosure and other requirements, including the development of board committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures.
Buchalter Nemer also assists public-company clients design measures that protect their shareholders and stakeholders from hostile takeover attempts. These instruments include the charter and bylaw protection and shareholder rights plans. We also represent independent directors and special committees in connection with change-of-control and related-party transactions.
Mergers and Acquisitions
Buchalter Nemer’s knowledgeable and highly skilled M&A attorneys handle sophisticated transactions nationally and globally. Our clients include small privately held businesses, private equity firms and multinational corporations whom we advise on M&A transactions, including mergers, purchases and sales of stock and assets, management buyouts, leveraged buyouts, going private transactions, recapitalizations, spin-off dispositions, and other corporate restructurings. We also advise bidders, target companies, investment bankers, financial advisors and many others that participate in M&A transactions.
Our clients’ goals are always our primary consideration. To that end, we employ a vast range of acquisition structures and forms of consideration, working through the many subtle and often conflicting layers of complexity that typify these transactions.
We represent companies across industries, among them, apparel, banking, hospitality, insurance, entertainment, healthcare, retail, technology and manufacturing industries.
Start-ups, Emerging Companies and Venture Capital
Keen strategists with a reputation for dedication to the client’s business, Buchalter Nemer attorneys bring a unique understanding to the challenges start-up and emerging companies face. The issues range from choice of jurisdiction, capital requirements and financing structure to securities law compliance and potential exit strategies. We are expert at organizing, structuring and documenting all forms of legal entities throughout the United States, be they corporations, partnerships, joint ventures, limited liability companies or limited liability partnerships.
Our representation goes beyond the immediate corporate needs. We bring in other members of the Buchalter Nemer team of attorneys to evaluate employment issues, tax issues, IP issues and the like to assess areas of strength or weakness. We carry out employment audits, review employment agreements and plans, evaluate angel financings, venture capital financings, equipment financing and joint development arrangements; audit patent, copyright, trademark and licensing matters, structure joint ventures and strategic partnerships and follow through to mergers, acquisitions, IPOs and liquidity fundings.
Private Equity
Buchalter Nemer represents private equity funds and their portfolio companies, assisting clients with equity offerings, debt financings, and private placements. We advise on initial investments, including financing, tax structure and the satisfaction of regulatory requirements, as well as the implementation of exit strategies through public offerings or a private sale.
Joint Ventures and Strategic Alliances
When it comes to structuring and negotiating joint ventures and strategic alliances, Buchalter Nemer attorneys are well versed in the many forms those unique associations can take—corporations, LLCs, LLPs, or contractual enterprises—and their many purposes from product acquisition or distribution, to market penetration and risk sharing. We have prepared myriad related ancillary agreements, such as marketing, distribution, license and supply agreements—each with an understanding of the client’s goals.
Private Companies and Family-Owned Business
Buchalter Nemer has been teaming with clients for six decades, providing legal counsel at all stages of their growth and evolution, helping them meet the many legal challenges and decisions they have faced. Our clients are engaged in a diverse global economy governed by complex laws and regulations and they trust us as advisers and business partners because we are involved in their world. They rely on our forward-thinking to help them resolve problems before they arise. This has engendered client loyalty, and the firm has grown from that loyalty.
We believe that it is critical to understand and address the full range of needs and goals of the family owned and private companies we represent. Our attorneys have earned the confidence of generations of clients. We have decades of trust and estate counseling experience, and have the skill and discretion to handle even the most sensitive and complex matters. We also represent owners of new and emerging companies. These clients, as a group, generally have issues that are unique to entrepreneurs, We are often called upon to be innovators; to fashion creative legal solutions to some of life’s most difficult challenges.
Subpractice Areas
Apparel Industries
Covered Bonds
Entertainment
Healthcare
Investment Management
Restaurant and Hospitality Practice Group
Solar and Renewable Energy
Tax-Exempt Organizations Practice
Transportation |
