Practice/Industry Group Overview
The Corporate, Securities, Mergers and Acquisitions Team offers federal and state representation and advice to public and private clients throughout the South Central United States. Adams and Reese attorneys counsel organizations on day-to-day operations, provide advice to clients in all phases of business development and continuation, and are primarily responsible for the firm’s commercial and corporate finance transactional engagements.
In addition to advising clients on all types of commercial and financial transactions and negotiations, we draft all necessary documentation and suggest strategies to accomplish goals that suit your business health. Our commercial and corporate finance transactional engagements include: public and private offerings of securities; venture capital funding and representation of public companies before the Securities and Exchange Commission.
With members of the team strategically located throughout the southern United States and Washington, DC, we have attorneys on the ground available to assist with transactions.
Attorneys in each of our offices work together to form project teams according to client industries and needs. The team may provide ongoing SEC reporting for a public client, assist with public or private securities offerings, work with our Banking and Finance Team or Energy and Environmental Team in an acquisition, divestiture or reorganization.
Core Practice and Clients
Our attorneys represent clients in the airline, banking and thrift, computer software, Internet, gaming, hospital, manufacturing, oil and gas, professional sports, marine construction, automobile leasing, communications, education, healthcare financing, hotel, biotechnology, medical devices, pharmaceutical, restaurant and television industries. Our practice areas include:
Acquisitions and Divestitures: handling domestic and international mergers and acquisitions transactions, corporate spin-offs, privatizations, acquisitions and dispositions of business entities, assets, and divisions; negotiation of complex credit facilities and commercial and technology agreements.
Board and Special Committee Counsel: applying corporate governance advice, including designing and implementing anti-takeover measures and shareholder rights plans, defensive reorganizations, responding to hostile takeover bids, including proxy contests, tender offers and related litigation; fiduciary obligations, and obligations under Sarbanes-Oxley.
Start-Up and Operational Counsel: advising on choice of business organization, choice of jurisdiction, organizational documentation, state and federal filings, general securities and tax issues bearing upon these types of entities, the organization and structure of commercial joint ventures and matters relating to structuring anti-takeover protection, counseling clients in connection with issues pertaining to directors’ liability, piercing the corporate veil, privilege, consulting agreements and other general counsel.
Private Securities Offerings: counseling clients on the availability of exemptions from the state and federal registration processes and providing advice ranging across the spectrum of available federal exemptions, private placements and transactions qualifying for exemptions, sale of commercial paper, participation in exchange offers, private corporate spin-offs and venture capital banking transactions.
Public Securities Offerings, SEC Compliance and Reporting: representing publicly-held companies regarding ongoing compliance with securities issues, including Sarbanes-Oxley compliance, preparation of annual reports and financial statement disclosure obligations, compliance with insider trading rules, issuances of equity, debt and derivative securities, proxy statements, sales of restricted securities under Rule 144, issuer stock repurchase programs, reporting requirements under the Securities Exchange Act and compliance with the listing requirements of stock exchanges and other self-regulatory organizations.
Restructuring: advising a variety of public companies in planning and implementing corporate restructurings, establishing holding companies, spin-off of businesses to shareholders, subsidiary roll-ups, public offerings of securities and other divisive reorganizations.
- Worked with an investment bank to put together a $430 million deal to fund the building of three new tankers.
- Completed two private debt-financing deals with a venture capital firm, including a total debt restructure with 125 creditors and about $50 million in debt.
- Worked on the sale of a private marine company to an investment group for $465 million, including estate planning for the owners.
- Representation of a U.S. subsidiary of a Japanese trading company in establishing its global line of credit beginning at $950 million, plus supporting their acquisition of various oil and gas assets in the Gulf, including transmission facilities and platforms.
The corporate attorneys at Adams and Reese gain a great sense of accomplishment from closing deals. Showing clients the lay of the land and the business risks, but not getting in the way of the deal, they work to be as efficient as possible while managing every detail of your transaction.