Business Transactions

Barton’s Business Transactions team advises clients in a broad range of sophisticated corporate and securities transactions.

Barton’s Business Transactions team advises clients in a broad range of sophisticated corporate and securities transactions. We represent public and private companies, hedge funds, private equity and venture capital funds, commercial banks and other financial institutions, as well as closely-held middle market and early-stage growth companies. A significant portion of our clients come from outside the U.S. and engage Barton to represent their expansion into the U.S. market. We have assisted these clients in both starting up new U.S.-based businesses and acquiring existing U.S. companies.

Our corporate and securities clients are active in a wide range of industries, including technology, manufacturing, healthcare, e-commerce, retail, fashion, entertainment, and various service sectors. Since Barton’s inception, our Business Transactions team has distinguished itself by handling the kinds of sophisticated transactions typically staffed by AmLaw 100 firms by using a smaller, more business-oriented approach. Our specific areas of experience include:

  • Mergers, acquisitions, and divestitures
  • Private equity transactions
  • Venture capital financings
  • Financing and capital-raises in the public and private markets
  • Securities filings and Securities and Exchange Commission (SEC) compliance, including the JOBS Act
  • Technology licensing
  • Secured and unsecured debt financings
  • Business restructurings and reorganizations
  • Reverse merger and alternative public offering transactions
  • Joint ventures
  • International transactions
  • Sales and distribution agreements
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Mergers & Acquisitions

Barton’s M&A team has had tremendous success handling the full gamut of mergers and acquisitions, including acquisitions of private equity-backed companies, mergers-of-equals, consolidations, tender offers, leveraged buyouts, spinoffs, and the sale/purchase of assets. We assist our clients in implementing the strategic vision they have for the future of their companies, whether they be young entrepreneurs or seasoned executives. We advise and guide our clients through all stages of corporate transactions, from negotiations, structuring, and documentation to governance, closing, and integration.

At Barton, we approach everything with a business-first mindset. We know that our clients value business-savvy solutions and we provide these with as much efficiency and practicality as possible. We take the time to understand the ins and outs of our clients’ businesses in order to better understand our clients’ goals which, in turn, allows us to maximize potential merger and acquisition opportunities to these ends.

Joint Ventures

For those clients interested in collaborating with other companies to achieve their business goals, Barton lends a comprehensive level of skill and experience. Our attorneys understand that joint ventures are a valuable and often profitable tool for growth and expansion into different segments of the market. We oversee joint ventures in their various forms, whether it be strategic alliances, limited liability companies, commercial contracts, or entity joint ventures.

We are active at every stage of a joint venture collaboration, ensuring that all structuring, drafting, and implementing goes smoothly and providing practical solutions when challenges do arise. Our attorneys combine years of business experience along with knowledge of our clients’ industries in order to minimize risk and stabilize what can oftentimes, if not well-crafted and soundly structured, be precarious arrangements.

Partnerships

Barton’s Business Transaction team understands that non-contentious, professional partnerships can mutually benefit both sides in a matter by paving the way to new markets and combining resources to help meet shared business interests. Barton attorneys have experience in arranging both conventional and more creative partnership structures, whether they be in the form of limited liability partnerships, strategic alliances, or joint ventures. Our services are tailored to fit the specific needs of our clients and their businesses—we oversee the drafting of partnership agreements, new office openings, regulatory issues, and restructurings. Not only do we provide clients with sophisticated counsel regarding their partnership ventures, but we do so with a business-savvy eye towards minimizing risk and maximizing profits for our clients.

Foreign Investments

For those planning to expand their businesses across borders, whether by acquiring a new business overseas, opening a new cross-border facility, or engaging in an international joint venture, the global business and legal landscapes can be tricky to navigate and full of risk. Barton’s attorneys help to take the uncertainty and guesswork out of foreign investment by providing insight from first-hand experience operating within these international spheres.

Our attorneys have handled matters spanning across North America, Asia, and Europe that have included mergers and acquisitions, private equity, venture capital, and related transactions. The Barton foreign investment team is attuned to the business operations and protocols in these parts of the world and is thus optimally positioned to advise clients on international regulations, compliance, tax structures, and due diligence.

Licensing

Barton has assisted with licensing matters for a wide variety of entities, including banks, mortgage lenders, healthcare IT companies, premium consumer products companies, and private equity companies. Our attorneys remain up-to-date and knowledgeable regarding state and federal laws governing both our clients who are licensors and those who are licensees.

Our attorneys have helped secure licenses for a wide variety of assets such as patented technology, software, trademarks, artificial intelligence platforms, usage rights, and databases. We provide counsel to clients during the entirety of the license arrangement process with the intention of helping our clients seize new opportunities for business growth while simultaneously mitigating relevant risk factors.

Private and Public Financing

Barton’s private and public financing team has extensive experience in financing companies across borders, industries, and asset classes alike. With clients hailing from all over Europe, Asia, and the Americas, our attorneys understand the nuances involved in complex, cross-border financing transactions. Barton has advised private equity and hedge funds, banks, individual investors, and other investment vehicles on the raising of capital through IPOs, mezzanine financings, PIPE offerings, and private placements.

Public and Private Securities Offerings and Compliance

Barton attorneys are highly accomplished in representing issuers, investors, and underwriters in a multitude of public and private securities matters. Our clients range from middle-market entities to large public corporations. Regardless of company size, Barton is committed to providing our clients with the individual focus and attentiveness they need to realize their strategic business vision. This can include:

  • Entity formation and designing capital structure
  • Private placement offering of equity and debt, including convertible and mezzanine debt
  • Venture capital and private equity fund formations and offerings
  • Counsel regarding public offerings and reporting requirements
  • Structuring of offshore investment vehicles

Clients also request the Securities Regulatory team to advise in the following areas:

  • Membership applications
  • Registration issues
  • Floor trading violations
  • Examinations, investigations, and enforcement proceedings
  • Procedures, policies, and programs
  • Written supervisory procedures
  • Anti-money laundering procedures
  • Continuing education programs
  • Business continuity/disaster recovery plans

Because the securities industry is so highly regulated, it is common for a securities firm or an issuer to inadvertently fail to observe all of the applicable rules and regulations. The day-to-day reality of non-compliance has become increasingly risky due to regulators being under pressure to extract heavy penalties (typically in the form of monetary fines) for even the slightest infractions by a securities firm or its employees.

Our attorneys realize that individuals employed in the securities industry want to focus on their business and not waste precious resources dealing with extraneous regulatory matters. We provide our clients with proactive advice and counseling on best practices and procedures so that interactions with regulators are both minimal and trouble-free when they do occur.

Work in this Area

Business Transactions

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Representative Matters
  • Negotiated Acquisitions for Growing Companies
    • Advised and negotiated strategic acquisitions for rapidly growing logistics and service delivery companies, directly contributing to their successful growth and expansion.
  • Represented Investors in Beauty and Luxury Goods Industry
    • Has represented multiple sophisticated investors in the beauty and luxury goods space with regard to their strategic investments in a wide array of companies, ranging from start-ups to well-formed enterprises.
  • Negotiated Agreements and Clearances for Hip-Hop/Spoken Word Podcast
    • Negotiated a podcasting agreement for the show Poetics with Omari Hardwick. Represented the producers of the podcast in negotiations with talent and secured all music clearances. Also negotiated all TV production agreements for the podcast as well as for the talent featured on the show.
  • Guided National Logistics Company Through Successful Acquisition
    • Represented a national logistics company in the successful acquisition of a major freight and delivery company located on the east and west coast.
  • Helmed Acquisition of Delivery Company by Logistics Company
    • Represented a national logistics company in the successful acquisition of a well-known delivery company in the Midwest.
  • Facilitated Acquisitions of Companies in Bankruptcy Proceedings
    • Represented a delivery company in several acquisitions of companies in the midst of bankruptcy proceedings.
  • Led Freight Company in Strategic Acquisition
    • Represented a freight company in the successful strategic acquisition of a prominent New Jersey-based freight company.
  • Secured Licensing and Distribution Agreements for Foreign Spirits Company
    • Represented a foreign spirits company concerning its licensing and distribution agreements in the United States.
  • Advised Logistics Company in its Bank Financings
    • Represented a national logistics company with regard to its substantial bank financings.
  • Managed Freight Company’s Private Equity Investment
    • Represented a major freight and delivery company with regard to a substantial private equity investment.
  • Aided Medical Lab in Strategic Acquisition
    • Represented Core Medica Laboratories Inc. in its acquisition of two Swiss biotech companies.
  • 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.
  • 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.
  • Advised on $400,00 Convertible Note Financing
    • Advised an automotive technology startup on a convertible note financing of $400,000, and related acquisition of technology and other IP assets from a third-party company.
  • Negotiated Separation Agreement and Buyout of Founders Stock
    • Represented co-founder in negotiation of a separation agreement that included a buyout of a portion of his founders stock valued at $2,000,000.
  • Advised Cryptocurrency Company on SAFE Financing and Stock Transactions
    • Advised a cryptocurrency technology company on a series of SAFE financings, totaling $450,000, and a private sale of founders stock in a Section 4(a)(2) transaction.
  • Aided Development of Pharmaceutical Manufacturing Plant
    • Advised an early stage pharmaceutical company on land acquisition and the subsequent financing and development of a pharmaceutical injectable manufacturing plant.
  • Represented Mexican Banking Group in $1.83 Billion Acquisition
    • Represented a Mexican banking group in its USD 1.83 billion acquisition of a Mexican pension group from a European-based financial services group to create Mexico’s largest pension plan. The transaction was awarded the 2013 Domestic M&A Deal of the Year by Latin Finance.
  • Represented French Nutraceutical Company in Various M&As
    • Represented a French nutraceutical company in its acquisition of a publicly-traded Spanish competitor, its acquisition of a privately-held U.S.-based nutraceutical company, and in a tender offer and merger of a U.S. publicly-listed nutraceutical company.
  • Represented Company in $100 Million Divestiture
    • Represented an AMEX-listed pharmaceutical distribution company in its divestiture of more than $100 million to a publicly-traded German consumer products conglomerate.
  • Represented French Company in Merger with Canadian Manufacturer
    • Represented a French publicly-traded company in its merger with a Canadian-based NASDAQ-listed company that manufactures and distributes “smart cards” for use in consumer financial transactions. The transaction was structured as a statutory merger for United States and other non-Canadian stockholders and as an exchange offer for Canadian stockholders.
  • Represented South Asian Family Office in Acquisition of Controlling Interest
    • Represented a South Asian family office in the acquisition of a controlling interest in a Danish-based telecom operating a WiMax-based cellular telephone system. Also represented the client in both the restructuring of the Danish telecom investment and the renegotiation of senior and mezzanine loan facilities.
  • Represented South Korean Conglomerate in $288 Million Acquisition Bid
    • Represented a South Korean conglomerate in its $288 million bid for the acquisition of a U.S.-based developer’s interest in various utility-scale solar farm projects in the southwestern United States. Among these were approximately 3,000 megawatts (MW) of renewable projects including 1,500 MW of projects in advanced development.
  • Represented Manufacturer in Acquisition of Renewable Energy Assets
    • Represented a Korean manufacturer of polysiliconate products in its acquisition of U.S. renewable energy assets.
  • Represented Investor in Auction Sale of Helicopter Manufacturing Co.
    • Represented a Swiss investor in an auction sale of a helicopter manufacturing and distribution company to Chinese buyers.
  • Represented Investment Group in Business Acquisition
    • Represented a Middle Eastern investment group in the acquisition of a logistics business.
  • Aided Creation of Joint Venture to Source Energy Projects in China
    • Represented a Singaporean family office in the creation of a joint venture to source large energy projects in China.
  • Advised on Chapter 11 Bankruptcy Proceeding
    • Advised the U.S. subsidiary of a French food processing company on a Chapter 11 bankruptcy proceeding of a natural food ingredients business and on the subsequent acquisition of the assets of a competitor in that business.
  • Represented Manufacturer in Cross-Licensing Joint Venture
    • Represented a British chip manufacturer in a cross-licensing joint venture with a major U.S. chip manufacturer for development of state-of-the-art chipsets for use in the telecommunications industry.
  • Secured Licensing Agreements for French Couture House
    • Secured licensing agreements for a leading French couture house for the domestic licensing of its globally-known trademarks for women’s, men’s, and children’s ready-to-wear clothing and fashion accessories.
  • Provided Counsel Regarding Rule 144A Debt Financing
    • Represented a NASDAQ-listed U.S.-based company engaged in international coal mining activities regarding Rule 144A debt financing and SEC compliance matters.
  • Represented Manufacturer in Grant of Distribution Rights
    • Represented an Asian manufacturer of specialty steel products in the grant of distribution rights to a U.S. distribution group.
  • Represented Private Equity Firm in Acquisitions in 18 Countries
    • Represented a European-based private equity firm in numerous acquisitions, including a stock acquisition to acquire the global operations of a fabric testing and inspection business for an excess of $100 million. The target companies operated in over 18 countries throughout Asia, South America, Europe, and North America, and the transaction was structured as separate stock acquisitions in each of the target countries.