Corporate and Securities
Work In This Area
In 2013 and 2014 we advised our client LDV Partners, a strategic brand management business, in its successful efforts to create a joint venture between a high profile TV personality and a venture capital office. The business plan of the venture is to create a series of consumer product lines based on the design aesthetics and distinctive worldview of the TV personality. In the first half of 2015 we advised the joint venture in the negotiation of a license to an international retail store chain that resulted in a successful high impact promotion of children’s apparel under the brands of the joint venture and the retail chain. We also advised the joint venture in the negotiation of a license for the design, manufacture and international distribution of branded women’s footwear and handbags with a leading brand footwear licensee through a variety of channels.
We advised an education technology start-up based in London in its strategic acquisition of a synergistic technology business in California and later in a capital raise with a prominent European venture capital source. Our client’s business is to promote improved selection by international students of destination universities and colleges in the United States through the use of its proprietary on-line technology. We have acted as counsel for this award-winning client since its formation.
We advised our client Rejuvenan Global Health, Inc., a digital health and fitness business based on the use of telomere biology. We advised on an upcoming capital raise, an agreement with a high-profile spokesperson and licenses of security software technology and nutritional content for the client’s mobile application.
We acted as special counsel to a West Coast telecommunications software business in connection with its acquisition by Nokia. Our client business was the design and implementation of cutting edge specialty software for the efficient routing of mobile telephone traffic. We advised that business by obtaining the required clearance from the Committee on Foreign Investment in the United States for the completion of the transaction, preparing the submission and engaging in discussion with the Committee staff.
We advised and have continued to advise the owner and operating executives of a total energy facility and micro-grid located in a major American city in the renegotiation and extension of eight cross-linked utilities service agreements. Our client’s facility provides electricity, steam and chilled water to a discrete geographic district that includes a select group of prestigious clinical, research and teaching institutions that provide care to more than 100,000 inpatients and over 2.4 million outpatients each year. The existing agreements were approaching the end of their initial 30-year terms and their successful renegotiation was critical to our client, its customers and the patients they serve.
We successfully negotiated a shareholders’ agreement among the multi-generational owners of a closely-held North American managed facilities and aviation support services provider. The business had operated for several decades without any definitive agreement and had expanded into over 20 affiliated businesses. The agreement was required to address topics including governance, transactions between the owned businesses and members of the family and the structuring of transfers of ownership on demise. Our services produced collaborative responses to these issues and others from three generations within the ownership family.
We served as U.S. counsel in the acquisition of NB Publishing by Hachette Group Ltd. NB Publishing was owned by London-based Nicholas Brealey Limited, an independent book publisher. We worked with counsel for the UK parent in negotiating the acquisition agreement and closing the transaction. We have acted as US counsel for Nicholas Brealey Limited since 2009.
On behalf of a Citigroup subsidiary, designed a sophisticated trade payables structure to facilitate payment between buyers and suppliers in a manner that revolutionizes traditional factoring. This engagement also required Barton to draft and negotiate strategic alliance agreements for the licensing of the intellectual property associated with the technology platform that supports this financial product.
Represented a healthcare technology company in a number of private placement financings. Drafted the Private Placement Memoranda, all subscription documents, structured both debt and equity instruments, including convertible securities and warrants, negotiated underwriting agreement and terms of participation by institutional investors.
Lead counsel in series of divestitures of various product divisions for contact lens manufacturer and designer. Sales included the transfer of a number of intellectual property rights, including patents and trademarks. Buyers were both domestic and foreign corporations.
Sale of a regional chain of nine pet superstores to PETCO. Transaction structured as a tax free merger via a stock purchase in exchange for restricted securities and accounted for under the pooling of interests method. Barton advised on all aspects of the transaction including the tax structure, securities issues, Hart Scott Rodino compliance, and ongoing employment agreements for the founders.
Sell side representation in acquisition of substantially all the assets of telecommunications and IT solutions service provider with operations in United States and United Kingdom. Historical sales of $65 million, funded by various institutional investors in multiple rounds of venture capital investment.
Acquisition by US aerospace defense contractor of UK manufacturer of electronic components used in government and commercial satellite programs. Barton coordinated an international team of accountants and lawyers to structure and complete the acquisition. Post-transaction representation included a financing transaction to increase manufacturing capabilities of the combined company and to transfer certain operations to the United States and Canada. Barton also acted to obtain certification for the UK operations to be the only non-US manufacturing firm qualified to sell its products to NASA.
Acquisition of medical supplies company structured as an asset purchase. Barton represented a Florida corporate purchaser in its acquisition of a New York competitor in all aspects of the transaction, including financing arrangements, ongoing consultancy contract for former owner, UCC compliance and employment issues.
Multiple private financings for a technology company in the international trade sector. Financings ranged from an initial “friends and family” round to institutionally underwritten private placement of debt and equity securities. Representation included all aspects of corporate and securities compliance, structuring of employee stock option plan, licensing of technology, industry partnerships and joint ventures.
Counsel to one of Europe’s leading brewers ranking in the top 10 by sales volume internationally. BB&P recently represented them in the implementation of a promotional contest to select the spokesperson for Kronenbourg Beer in the US. Our representation included counseling regarding regulatory compliance, drafting of the promotional materials and web text, as well as site contracts and spokesperson contracts.
Representation of a Family Limited Partnership in its divestiture of various public and non-public holdings in technology sector. Obtained premium to market value in each transaction.
Represented R1 International (Americas) Inc., a prominent trader of natural rubber, and its Singapore-based parent in the negotiation and completion of a secured revolving line of credit. As a trader of a commodity that trades in both the spot and futures markets, we were able to assist our client in developing a workable framework for the financing with its bank lender that took into account all of our client’s assets.
Represented SurePure, Inc. in series of offshore equity financings involving shares of its common stock in transactions that were structured to comply with Regulation S under the Securities Act of 1933. We also prepared the Company’s registration statement to be filed to register the resale of the shares that were sold in the financings.
Establishment of Culligan International’s business in Central Europe. Representation included privatization of local competitor, tenders for municipal sewage treatment and water purification facilities, establishment of local dealer network through wholly owed and joint venture entities.
Representation of Fortune 500 building materials manufacturer in privatizations in Hungary and joint venture in the Ukraine.
Representation of numerous international corporations in the expansion of their businesses into the US including:
- UK’s largest manufacturer of name badges serving 98 of the top 100 companies in the UK. United States customers include JP Morgan, K-Mart and Avis
- Singapore technology company providing advanced data security technologies for consumer and commercial market
- UK media firm in the television and advertising sector
- Italian international trade firm specializing in consumer goods
- Hungarian company in the power generation field. One of top 5 largest companies in Hungary and the first to successfully complete a management buy-out
- Calgary’s leading oil and gas pipeline engineering firm. Obtained certification for their business in both New York and Connecticut – the first such firm to obtain New York State licensure
Barton acts as Outside General Counsel to a number of companies. Our clients and activities in this capacity include:
- The US operations of the world’s largest manufacturer and wholesaler of fur garments and accessories. Representation includes financing and security agreements, consignment agreements, licensing agreements with top designers such as Halston and Cynthia Rowley, joint venture agreements, and co-marketing arrangements.
- A technology company that specializes in providing customized technology architecture for data integration, application integration and business intelligence for leading financial institutions such as Goldman Sachs, Marsh, Morgan Stanley and JP Morgan Chase. Barton represents this client in an entire range of services from internal corporate structure, governance and compensation plans, to its technology services agreements, master service contracts, intellectual property transfers and all related issues to their business.