- Successfully Structured and Established Joint Venture
- Represented a strategic brand management business in its structuring and establishment of a joint
venture between a high-profile media personality and a New York-based venture capital firm. The joint
venture expects to create, produce, and release a series of consumer product offerings over the next
several years under a new brand. We negotiated and drafted the documentation for the venture, as well
as provided input on tax and intellectual property issues that arose as the negotiations proceeded.
- Represented a strategic brand management business in its structuring and establishment of a joint
- Oversaw Strategic Acquisition of Outerwear Retailer
- Represented a retailer of name-brand women’s outerwear apparel in its strategic acquisition by a major woman’s apparel house, including the structuring of an employment agreement for the principal of our client. We were aided by the considerable expertise within the firm in the U.S. fashion industry.
- Represented U.S. Subsidiaries in Sale of Worldwide Business, CFIUS Applications
- Represented the U.S. subsidiaries of a Dutch multinational in the sale of the worldwide business to an Italian purchaser. The U.S. subsidiaries engaged in businesses were connected with U.S. national defense. As a result, the subsidiaries and their parent, as well as the purchaser, filed applications with the Committee on Foreign Investment in the United States (CFIUS). The Committee required detailed submissions regarding the business involved and their relationships to U.S. national security, all as required by the relevant regulations. The overall transaction was structured as a tender offer governed by Dutch law and, as a result, required extensive international co-ordination with both Dutch and Italian counsel.
- Represented Israeli Company in Acquisition by U.S. Company
- Represented an Israeli company that develops customer interaction management software in its acquisition by a U.S. public company. The target was owned by several venture capital funds, and the transaction did not return all of the invested capital. As a result, and in order to preserve the management team intact for the purchaser, we advised with respect to a recapitalization of the seven outstanding classes of equity securities that was effected simultaneously with the cash merger of the businesses. In the course of the engagement, we advised with respect to numerous issues of Delaware corporate law.
- Provided Counsel During Privatization of Albanian Oil/Gas Properties
- Represented the financial advisor to the purchaser in the privatization of certain Albanian oil and gas properties, principally three oil and gas exploration and development sites. Our client was an offshore advisor that was knowledgeable with respect to governmental processes and procedures in Albania. The purchaser was a U.S.-based small cap public company. The client’s advisory compensation package was structured as a combination of cash and securities of the purchaser and provided for compensation for future, as well as current, services, in excess of $20,000,000. As a result and among other aspects, we advised our client on issues relating to compliance with U.S. securities laws.
- Represented Buyer in Acquisition of Genomic Research Equipment Manufacturer
- Represented the buyer in the acquisition of a business that manufactures and distributes laboratory test equipment used in genomic research. The business had been acquired some years before by a publicly traded entity. After full integration, the owner elected to sell the business. To complete the transaction, we advised on the unraveling of several arrangements between the target and its owner and other affiliated businesses. We also advised with respect to an asset-based financing several months after the acquisition had been completed and, thereafter, on its refinancing as well.
- Counsel to UK Publisher Acquiring U.S. Publisher’s Assets
- Represented a UK-based publisher in its acquisition of the assets of a U.S. trade book publisher, including its inventories and customer lists. The purchase was required to be completed in a particularly compressed period of time and within a strict budget, both of which we were able to accomplish.
- Successfully Transitioned Tech Team and IP Assets from Seller to Buyer
- Represented the UK-based acquirer of certain mobile communications applications design assets of a distressed seller operating both in Canada and the United States. Much of the transaction was focused on the successful transition of the technology team from the seller to the buyer, as well as the underlying intellectual property assets. We also formed a new U.S. subsidiary of the purchaser and advised regarding various employment and consulting agreements.
- Advised Foreign Co.’s on Their List Shares in U.S. Markets
- Represented a corporate group comprised of Swiss and South African companies in the listing of their list shares on U.S. financial markets by means of an alternative public offering. Prior to the offering we also represented the group in its capital raises outside of the United States. Working with the client, we prepared all of the required SEC filings. The listing had three purposes: a) to provide liquidity to our client’s forty-plus shareholders; b) to enable our client to raise capital in the public markets; and c) to provide visibility for our client’s product and validation for its business plan. We continue to represent the business not only in its ongoing SEC filings, including its registration statement, but in its international commercial agreements as well.
- Advised on Financings and Capital Raising Transactions
- Represented a publicly-traded manufacturer and distributor of laser technology-based medical devices. We advised the company on a series of straight debt financings, convertible debt financings, and PIPE and other capital raising transactions and in connection with its SEC filings. We also advised on a transaction in which the client sold all of its assets to a competitor. In the course of our work, we counseled the client’s board of directors on matters relating to governance and share listings.
Our website uses certain cookies to enhance site navigation, analyze website usage, and assist in marketing efforts that may collect your personal information. You can accept or reject these cookies.