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Practice/Industry Group Overview
The Buchalter Nemer securities practice covers the gamut of corporate securities and corporate financing transactions, including mergers and acquisitions, joint ventures, corporate governance and public company reporting obligations.
Mergers and Acquisitions
Buchalter Nemer’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, recapitalizations 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 are 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. Whether the transaction is friendly or hostile, our attorneys are adept at untangling the network of competing interests inherent in any negotiation or transaction, and the challenge of staying focused on his client’s goal in the maze of opposing objectives and sensitive regulatory issues.
We represent companies across industries in public offerings, private placements, public exchange offers and recapitalizations, venture capital financings, asset deals, leveraged acquisitions and other complex acquisitions, and foreign and domestic participants on cross border transactions. Those industries include apparel, banking, hospitality, insurance, entertainment, healthcare, retail, technology and manufacturing industries. We also counsel boards, committees and management on corporate governance and disclosure issues, and represent clients before the SEC, California Department of Corporations, Nasdaq, NYSE and Amex.
Corporate Securities and Corporate Finance
Buchalter Nemer’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, issuers and securities underwriting firms in connection with initial and other public and private offerings of securities. Our deep knowledge, diversity of experience and securities expertise enable us to craft the best possible solution in any securities transaction.
Start-ups, Emerging Companies and Venture Capital
Keen strategists with a reputation for dedication to the client’s business, Buchalter Nemer 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 as well as in other countries, be they corporations, partnerships, joint ventures or limited liability partnerships and companies.
Our representation goes beyond the immediate corporate needs. We bring in other members of the Buchalter Nemer 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 Companies and Family-Owned Business
Buchalter Nemer has been teaming with clients for six 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.
Public Companies - Corporate Governance and '34 Act Compliance
Our attorneys are intimately familiar with the Securities Exchange Act of 1934 and all of its provisions. Buchalter Nemer attorneys provide ongoing securities advice to public companies and their subsidiaries on 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, securities transaction policies, and compliance with specific provisions such as Section 16 (short swing profits) of the Securities Exchange Act of 1934, and Rule 144 under the Securities Act of 1933.
Our attorneys include a former Securities and Exchange Commission insider and securities law professor, a former Commissioner of Corporations in California and author of a treatise on corporate law, and experts on Sarbanes-Oxley. As such, 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 Nemer attorneys also represent boards of directors, independent directors and special committees in connection with internal and external investigations and audits.
Buchalter Nemer 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 Nemer 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.
Joint Ventures and Strategic Alliances
When it comes to structuring and negotiating joint ventures and strategic alliances, Buchalter Nemer 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 hundreds of related ancillary agreements, such as marketing, distribution, license and supply agreements—each with an understanding of the client’s goals.
Private Equity
Buchalter Nemer 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.
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