The Buchalter Corporate Practice Group is among the premier law practices of its kind, spurred by dedication to its clients and a deep understanding of their businesses.
Buchalter Corporate attorneys provide expert, results oriented counseling to help clients—from entrepreneurial and emerging growth companies to publicly-traded national corporations—navigate the challenges and opportunities they encounter.
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.
Corporate Securities and Corporate Finance
Buchalter’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 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 attorneys also represent boards of directors, independent directors and special committees in connection with internal and external investigations and audits.
Buchalter 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 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’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 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’s 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 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 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 has been teaming up with clients for nine 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.
Representative Matters
Corporate Representative Matters
- Represented Golden Packing Meat Purveyors, a leading meat supplier to high end restaurants and hotels, in its sale to Baldor Foods
- Represented Meaningful Partners, a Los Angeles-based private equity fund, in its investment into Skiptown an expanding business offering private off-leash social clubs and dog parks
- Represented Luxury Brands, LLC and the Dodo Group, LLC in their investment and acquisition of PRAI Beauty, a renowned pro-aging skincare brand, and BIA Skin, a premium body care brand known for its science-backed formulations and high-performance beauty products
- Represented Mobility Market Intelligence (MMI), a data intelligence and market insight tools for the mortgage and real estate industries, it its strategic acquisition of MonitorBase
- Represented Uscreen TV, a video monetization platform, in its Sale to PSG Equity
- Represented Radiant Services Corp, a premier linen service provider for luxury and premium hotels, in its sale to PureStar
- Represented Taos Footwear, a leading innovative footwear brand, in its investment by Prospect Capital
- Represented Full Glass Wine Co., a leading direct to consumer wine brand, in its acquisition of Splash Wines and Scout & Cellar
- Represented Texollini, a US Textile Manufacturer, in its sale to Hansae International
- Represented Lemon Squeezy, an all-in-one payment, tax, email and affiliate marketing platform, in its sale to Stripe
- Represented AB Airbags, a national supplier of dunnage airbags and accessory tools products, in its sale to Shur-Co
- Represented Salt & Stone, Inc., a skin and body care company, in its investment by Humble Growth Partners
- Represented Irresistible Foods Group, a collection of authentic food and beverage brands, in its investment in Honey Mama’s
- Represented Meaningful Partners, a Los Angeles-based private equity firm, in its investment in M2 ingredients Inc.
- Represented Bloom Nutrition, a leading provider of greens and superfoods, in its investment by Nutrabolt
- Represented Roon Labs, an audiophile-grade multi-room and multi-connectivity music streaming platform, in its sale to Samsung subsidiary, Harman
- Represented Sauce Ventures, LLC (dba TRUFF) in its investment by SKKY Partners, a private equity fund co-founded by Kim Kardashian and Jay Sammons
- Represented Turbo Wholesale Tires, a national and international tire supplier of proprietary and third party brands, in its strategic investment by Kingswood Capital Management, LP
- Represented Patrick Ta Beauty, a luxury cosmetics line, in its investment by Stride Consumer Partners
- Represented Endeavour Capital and the other equity holders of Johnny Was in the sale of Johnny Was to Oxford Industries
- Represented Lamps Plus, Inc., an omnichannel retailer of lighting, ceiling fans and other home furnishing products, it its strategic investment by Nexus Capital Management LP
- Represented JOCKO FUEL, an energy drink and supplement company co-founded by ex-Navy Seal Team Leader and podcaster, Jocko Wilnick, in its investment by Goode Partners
- Represented Re-Think It, a manufacturer and seller of recycled eating utensils and food storage accessories sold in Target, Amazon and Walmart, in its sale to Monolith Brands
- Represented Inspire Fitness, a leader in state-of-the-art fitness equipment, in its sale to HighPost Capital
- Represented Endeavour Capital in its sale of Wineshipping, a leading provider of direct-to-consumer logistics and fulfillment solutions for the wine and alcoholic beverages industry, to Greenbriar Equity
- Represented MANSCAPED in its business combination agreement with Bright Lights Acquisition
- Represented LaserAway in its strategic investment by Ares Management
- Represented Patrick Ta Beauty in its investment from a private investor group
- Represented Raw Sugar in its sale to WM Partners
- Represented Fifth Sun Holdings in its sale to Platinum Equity
- Represented Xponential Fitness/Snap Dragon Capital in its acquisition of Rumble, Pure Barre, LLC, AKT (Anne Kaiser Technique), Stride, Stretch Lab, and Row House
- Represented Bocchi Laboratories, a leading manufacturer of beauty products, in its sale to Bright International LLC
- Represented CriticalPoint Capital, LLC in its acquisition of Farm Supply Distribution
- Represented Gas Transmission Systems, Inc. in its sale to Kleinfelder
- Represented Meaningful Partners in its investment in Madison Reed
- Represented Majority Owner in its sale of Able Freight Services to Equity Group Investments
- Represented Leeds Enterprises in its Sale to TAG
- Represented Bonfit America Inc. in its Sale of Steripod® to Ranir, LLC
- Represented Green Fiber International in its sale to Indorama Ventures
- Represented Golden State Distillery in its transaction with Deutsch Family Wine and Spirits
- Represented Southwest Elevator in its majority recapitalization by Align Capital Partners
- Represented Araca in the sale of its music merchandise division to Sony Music Entertainment
- Represented well-known regional grocery chain in its investment from a private equity fund
- Represented Club Pilates, the largest franchisor of Pilates studios in the United States, in its investment from TPG Growth, the middle market and growth equity platform of alternative asset firm TPG
- Represented Ceilings Plus in its sale to USG Corporation
- Represented mophie inc. in its sale to ZAGG
- Represented LePort Educational Institute Inc. in its sale of private and Montessori elementary schools throughout the country to various buyers
- Represented Discount Tire Centers in its sale to PepBoys
- Represented Too Faced Cosmetics Founders in its sale to General Atlantic
- Represented Markwins International in its acquisition of Physicians Formula (a public NASDAQ company)
- Represented Murad in its sale to Unilever
- Represented Barry’s Bootcamp in its sale to NorthCastle Partners
- Represented La Mexicana Salsa in its sale to Blue Point Capital Partners
- Represented sellers in the sale of Roger CPA Review to strategic buyer
- Represented Pegasus Foods in its investment by New Water Capital
- Represented Venice Baking in its sale to Rich’s Products Corporation
- Represented Ju-Ju-Be in its investment by Bregal Partners*
- Represented Snak Club and New Century Snacks in its acquisition by Insignia Capital
- Represented Fantasy Cookie Corporation in its sale to Encore Consumer Capital
- Represented Envision Plastics and Ecoplast Corporation in its sale to Bain Capital
- Represented Drawloop Technologies in its sale to Ninetex
- Represented Heritage Commerce Corp in its merger with Presidio Bank
- Represented Heritage Commerce Corp and Heritage Bank of Commerce in the acquisition of United American Bank and Tri-Valley Bank
- Represented OP Bancorp, the bank holding company for Open Bank, in its initial public offering of common stock and its listing on the Nasdaq Stock Market
- Represented ADI Strategies in the acquisition of its assets by Huron Consulting Group in Dubai, United Arab Emirates, and Pune, India. This acquisition represents the second completed transaction between Huron and ADI.
- Represented Hot 8 Yoga in its investment by BBRC Worldwide
- Represented Heritage Commerce Corp in its acquisition of Focus Business Bank
- Represented COOLHAUS in its investments by Solamere Capital, LLC and Sunrise Strategic Partners
- Represented Heritage Bank of Commerce in its acquisition of Bay View Funding in a stock purchase transaction from its shareholders
- Represented Edelbrock Holdings in its sale to Industrial Opportunity Partners
- Represented VEEV Spirits in its sale to Luxco
- Represented Macadamia Beauty in its sale to Star Avenue Capital
- Represented Heritage Commerce Corp in its acquisition of Diablo Valley Bank (a public banking corporation)
- Represented Midnight Oil Agency in its sale to Imagine! Print Solutions
- Represented Open Bank in its recent reorganization into a bank holding company structure resulting in OP Bancorp as the parent bank holding company and Open Bank as its banking subsidiary, including representing OP Bancorp and Open Bank before the Federal Reserve, the FDIC, the California Department of Business Oversight, state securities authorities and FINRA
- Represented Sara Enterprises Inc, doing business as Montrose Travel in its sale to CTMA Holdings Limited and its affiliates
- Represented Citrussource, LLC in its sale to SunOpta, Inc.
- Represented Appro International in its sale to Cray, Inc.
- Represented Spencer Industries in its sale to Ancor Capital
- Represented Platinum Equity in its bid for Warner Music
- Represented Southwest Elevator in its sale to Kone, Inc. a division of Southwest Elevator
Apparel Representative Matters
- Represented 360 Sweater LLC, a ready-to-wear women’s apparel business, in its sale to an equity fund
- Represented Vici Collection in its sale to TSG Consumer Partners
- Represented Roger Dunn Worldwide Golf in its sale to Capital Hill Group
- Represented Mad Engine, LLC in Its Sale to Platinum Equity
- Represented BB Dakota in its sale to Steve Madden
- Represented YS Garments, Inc. in its investment by Blue Point Capital Partners
- Represented Rails International in its investment by SK Holdings
- Represented Endeavour Capital in its investment in Johnny Was
- Represented founders in sale of JBrand to Star Avenue Capital, and subsequently in sale to Fast Retailing
- Represented ALC in sale to Interluxe
- Represented Huf in sale to Altamont Capital
- Represented One-Distribution Company, LLC, One-Distribution Europe, SARL, Supra Footwear, LLC, and certain affiliates thereof in a sale to Bertram Capital Management, LLC (footwear and apparel)
- Represented a Hong-Kong-based investor group in the acquisition of Kellwood Company, LLC, a leading apparel manufacturer
- Represented Mydyer / Providence Industries in its recapitalization with East West Bank and equity investment from Alaris Royalty Corporation
- Represented shareholders of Bailey 44 in sale to Norwest
- Represented Apparel Production Services in its acquisition of Active Ride Shop
- Represented Mad Engine, LLC, a leading global licensed apparel company, in its acquisition of Lifted Research Group (LRG), a popular urban streetwear brand, and in its acquisition of Neff Headwear
- Represented Crew Knitwear in sale to Moxie Capital
- Represented BedHead Pajamas, the nearly 20-year-old Los Angeles sleepwear company, in its sale to Komar
- Represented the shareholders of Dreamgirl International in sale of majority interest
- Represented Signorelli in its recapitalization and investment from Black Oak Capital
- Represented One World Apparel in acquisition of Big Strike
- Represented Charles David in sale to N.Y. Transit
- Represented Taryn Rose in sale of interest
- Represented Big Strike, Inc. (leading apparel manufacturer of products marketed under the Heart Soul, Soulmates, Halo, Tracy Evans and other brands) with a recapitalization and investment from The Gores Group
- Represented Ringers Gloves in sale to GEC Capital
- Represented Cynthia Vincent in sale to Gores Group
- Represented sale of Punk Rose to Skechers
- Represented Trina Turk in a recapitalization with an investment from Karpreilly Capital Partners
- Represented Roger Garments, Inc. (leading juniors private label manufacturer) with an investment from Monitor Clipper Partners
- Represented Vince in sale to Kellwood
- Represented Creative Recreation in sale to Rocky Brands
- Represented Haggar Clothing Co. (leading men’s apparel brand) in acquisition of Neema Clothing, Ltd
- Represented Billabong in cash acquisition of Sector 9 (active wear)
- Represented Superba, Inc. and sole shareholder (dress ties) in sale to Phillips-Van Heusen Corporation
- Represented Hathaway Licensing Company, LLC and majority unit holder in sale to Piedmont Apparel Corporation
- Represented Xcel Hawaii, Inc. (wetsuits/sportswear) and KEM Hawaii Incorporated (retail stores for Xcel products) in cash sale to Billabong
- Represented The Walking Company in acquisition of Bianca of Nevada
- Represented Marc Wear (distributor of women’s casual sportswear, including the brand Hot Cotton) in a sale to Eureka Growth Capital
- Represented Sweater.com in sale to Hartmarx
- Represented Mossimo, Inc. in its acquisitions and served as general outside counsel
- Represented Adriano Goldschmied in sale to Koo’s Manufacturing
- Represented Shane Hunter, LLC in an acquisition of private label business from Hampshire Group Limited
- Represented Hot Kiss, Inc. (junior apparel brand) with a sale to Bluestar Alliance, LLC
- Represented Unger Fabrik and OneWorld Distribution with an investment from offshore Sino Allied Holdings
- Represented Richard I. Koral and his company Jessica’s in sale to Relativity Fund L.P.
- Represented Blitz Distribution, Inc. (skateboard and surf apparel brand) in sale of assets to House of Hawk, LLC, owned by Tony Hawk
- Represented Rampage in sale to Iconix
- Represented shareholders of Joe Boxer in buy-out
- Represented Treesje, Inc. (contemporary handbag design brand) in sale to Bueno of California
- Represented The Cherokee Group in initial public offering, served as general outside counsel and in several acquisitions until the sale of Cherokee in a leveraged buyout
*Named “Consumer Discretionary Deal of the Year” by The M&A Advisor
