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Services Available
Commodities
Cadwalader has an extensive and growing practice in this constantly evolving area, including exchange-traded derivatives, commodity swaps and other innovative derivative and hybrid financial instruments, as well as pooled investments in such instruments. Cadwalader's commodities team consists of attorneys and other professionals who have had experience as officials or staff members of the Securities and Exchange Commission, the Commodity Futures Trading Commission, or have worked on Capitol Hill or at major commercial or investment banking firms. Other attorneys with specific securities, commodities, or banking law expertise regularly provide assistance on particular product transactions, as do the Firm's domestic and foreign tax, ERISA, and insolvency attorneys. The input from these other areas is of particular significance in more complex or unusual transactions.
Corporate Counseling and Governance
Cadwalader is a recognized leader in the area of corporate governance. We provide counseling on a broad range of business, commercial and governance matters, including affiliate transactions, business judgment, corporate control, directors' oversight, executive compensation, fiduciary duty and liability issues, disclosure obligations (including, for example, establishing internal policies and procedures pursuant to The Sarbanes-Oxley Act of 2002), insider trading programs, ethics policies, shareholder relations, stock plans, and succession planning. In extraordinary transactions, we advise clients at every step regarding the fiduciary duties of boards of directors and shareholders rights. We also advise our multinational corporate clients on their worldwide operations and assist them with a broad range of strategic planning needs, taking into account the myriad requirements of different legal regimes.
Corporate Finance and Securities
We counsel companies, investors and financial institutions in the full range of financing transactions that provide businesses with seed and working capital.
Our clients include public and private companies both domestic and international, ranging from entrepreneurial start-ups to mature multinational corporations operating in virtually every industry and service sector. We also represent significant financial institutions, including commercial and investment banks, brokerage houses, insurance companies, pension funds, and venture capital funds in corporate finance and securities matters.
We advise issuers, underwriters and investors in the public and private placement of all forms of debt and equity securities, including:
- initial public offerings
- exchanges and secondary offerings
- private placements of equity and debt securities, including those involving foreign and domestic purchasers and issuers, venture capital transactions and Regulation S and Rule 144A transactions
- workouts of senior and subordinated debt
- convertible debt and equity securities
- high yield debt financings
- the issuance of commercial paper in the U.S. and Eurodollar markets
For example, we have recently provided securities advice for Pfizer and Bear, Stearns & Co.
We often advise clients on the structure of the transaction and introduce clients to possible lenders and underwriters.
Seed, Angel, Mezzanine and Venture Capital Financings
In Technology and E-Commerce
We counsel companies in seed, angel, mezzanine, and venture capital financings. With significant expertise in representing start-up ventures, we also represent the venture capital and investment institutions, strategic investors, and individuals that finance such ventures. A principal component of this practice involves the representation of hedge funds -- both domestic and offshore, leveraged and unleveraged, and those formed to invest in distressed debt and troubled companies.
In addition to domestic offerings, Cadwalader works in conjunction with U.K. qualified solicitors in our London office to handle Rule 144A placements, Regulation S offerings and international securities offerings, including those with significant U.S. tranches.
In Other Businesses
Our venture capital expertise extends beyond the technology and dot-com world to a wide variety of investment transactions. We represent some of the most sophisticated participants in this area including Apollo, Bain Capital Funds, Morgan Stanley Dean Witter, Forster Venture Partners, and Millennium Capital 3 Fund.
Public Offerings
The Firm has significant expertise in bringing first-time issuers public, including small businesses and those involved in newly-emerging industries. For example, we have represented issuers and underwriters in initial public equity offerings involving businesses such as bio-technology and electronics, as well as oil and gas production. This initial representation frequently continues as the Firm's corporate attorneys act as outside general counsel, overseeing complicated federal and state disclosure and filing requirements and counseling on a broad range of business, commercial and governance matters.
The Firm also offers expert counseling in secondary offerings, especially recapitalizations, and refinancings of senior and subordinated debt. Our recapitalizations have frequently involved Rule 144A offerings followed by public exchange offers -- a technique Cadwalader has used on behalf of formerly public Fortune 500 companies that recapitalize using Rule 144A placements of high yield debt in contemplation of subsequent public offerings.
Other Financing Transactions
We also provide clients with expertise in raising funds for operational and transactional purposes through the issuance of high yield, non-investment grade corporate bonds that carry a higher yield than investment grade bonds to reflect additional default risk.
Our attorneys also structure and negotiate a wide variety of strategic alliances and similar arrangements, including traditional joint ventures, licensing arrangements, technology swaps and sales, marketing and distribution arrangements, and consulting service arrangements.
The Firm is widely respected for the ability of its partners to structure and coordinate all aspects of complex deals and to collaborate closely with colleagues in such ancillary legal areas as antitrust, environmental law, employee benefits, insolvency, litigation, and tax. In addition, the Firm is proficient at coordinating and guiding teams of other professionals, such as accounting, actuarial, and investment banking firms, to complete transactions in the most efficient, effective manner.
Investment Management
The attorneys in Cadwalader's Investment Management Practice represent clients with respect to cutting edge investment products and financial services, including institutional and other investors seeking investment products. Combining the talents of attorneys from the corporate, banking, insurance, tax, ERISA, financial restructuring and litigation practices, Cadwalader's Investment Management Practice provides clients with a high level of service covering a broad spectrum of services in interrelated areas of the law, including securities, commodities, structured finance, broker-dealer and banking regulation, in an effort to better enable them to meet the challenges of today's global financial marketplace. Clients include major national and international hedge funds, funds of funds, investment advisers, securities and commodities firms, banks, insurance companies, large domestic and foreign institutional investors, and securities and commodity exchanges.
Among the principal areas of practice is the representation of domestic and offshore hedge funds, funds of funds, public and privately offered commodity pools, acquisition funds, venture capital funds, real estate funds, structured product funds, investment advisers, and investment management organizations. Cadwalader provides services in:
- organizing domestic and offshore hedge funds, funds of funds, domestic and offshore commodity pools, and other types of investment vehicles;
- structuring and developing new types of investment products and services;
- reviewing fund investments on behalf of large institutional and private investors;
- registering and advising investment advisers, securities broker-dealers, commodity trading advisors, commodity pool operators, and futures commission merchants;
- preparing required disclosure documents, including prospectuses, offering memoranda and proxy statements;
- complying with federal and state securities, banking, commodities, and tax laws and regulations, and ERISA and the rules and regulations of the NASD, the NFA and the securities and futures exchanges;
- and defending investigations and enforcement actions by governmental agencies and self-regulatory organizations, and litigating civil and criminal cases involving investment and financial matters.
Product Development
Attorneys involved in Cadwalader's Investment Management Practice provide valuable assistance to investment management and commercial and investment bank clients in the development of a broad spectrum of new product offerings, including:
- Hedge Funds -domestic and offshore privately offered investment funds;
- Fund of Funds - private funds investing primarily in hedge funds;
- Commodity Pools - public and private funds investing in futures, forward contracts, options and other financial instruments;
- Retirement Vehicles - group trusts, bank collective investment trusts and other products and services for the employee benefit plan market;
- and Advisory and Brokerage Products - asset allocation services and other investment, commodities, securities and brokerage services, including bank securities and fiduciary services.
Cadwalader works with clients in organizing novel and complex products, including: master/feeder funds; multiclass funds; series funds; bank proprietary funds; multimanager funds; and guaranteed funds.
Regulatory Expertise
Relying on the expertise of Cadwalader attorneys whose practices are concentrated in the areas of securities and commodities regulation, structured and derivative products and banking regulation, Cadwalader assists clients in resolving the many complex regulatory issues associated with investment products and services. Attorneys involved in the Investment Management Practice counsel clients on sophisticated issues under the Commodity Exchange Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940. Cadwalader attorneys are also skilled in all facets of futures commission merchant and securities broker-dealer regulation and compliance, and state securities (Blue Sky) laws and regulations.
Many Cadwalader attorneys have held supervisory positions with the Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), and the New York State Banking Department. This background enables Cadwalader to provide knowledgeable and practical advice to its investment management clients regarding the complex laws and regulations affecting their activities.
Cadwalader assists clients in:
- obtaining SEC and CFTC no-action letters, exemptions and interpretations;
- obtaining federal and state bank regulatory approvals, and complying with regulations governing the securities-related and fiduciary activities of banks;
- developing effective internal compliance procedures, including policies on personal securities transactions and insider trading;
- complying with rules of self-regulatory organizations, including the National Association of Securities Dealers, Inc. (NASD), the National Futures Association (NFA) and securities and commodity exchanges;
- complying with SEC, CFTC, NASD and NFA rules governing advertising and sales practices; and managing compliance issues, including those associated with investment practices, pricing and sales.
Cadwalader's regulatory expertise, coupled with its recognized ability to handle all aspects of complex business transactions, also enables attorneys in of the Investment Management Practice to work effectively with investment management clients in negotiating, structuring, documenting and successfully completing a variety of strategic corporate transactions.
Technology
Cadwalader is distinguished among large firms for its long-standing involvement with legal issues arising from technology development and for its service to technology-related clients throughout the United States and the world. We handle the legal issues relevant to new and emerging technologies, and discoveries in areas as diverse as aviation, agro-biotechnology, biotechnology, medical technology, computers, digital imaging, fiber optics, and telecommunications. These complex areas trigger their own business complexities, which are further complicated by the globalization of world economies. Recognizing these challenges, Cadwalader has assembled a talented, experienced team of attorneys drawn from the Firm's departments of Corporate/Mergers and Acquisitions, Corporate Finance & Securities, Litigation, and Tax which includes professionals with engineering and science backgrounds.
Our clients include entrepreneurs and venture capitalists and start-up e-commerce companies, all of whom turn to us for counsel about the myriad legal issues involved in using the Internet for business and communication, as well as those issues raised by new and emerging technologies.
We work closely with Internet, new media, technology and telecommunications clients at every stage of their business -- from start-up to initial public offering and beyond. We are uniquely qualified to offer expertise in legal and business planning and the full range of corporate transactions in these demanding new fields.
Start-Up Business Structuring & Counseling
We provide comprehensive strategies for drafting and reviewing business plans and pre-incorporation agreements and assist clients in the choice of entity and formation process. We also counsel clients about their business development solutions and contractual relationships and help prepare a wide range of E-commerce agreements necessary to develop and maintain their businesses, including license agreements, software application development agreements, web site design agreements, NDAs, terms of use agreements and privacy policies. Our advice further extends to assisting start-ups in their financing activities, from first financings through initial public offerings. We also assist clients in developing and documenting customized stock option programs.
We represent start-up companies engaged in business-to-business (B2B), business-to-consumer (B2C), and non-profit ventures.
Established Businesses
We also represent established, mature companies seeking to expand their business or product lines by engaging in Internet activities. With extensive experience in matters related to technology, Cadwalader attorneys are able to assist in the proper analysis and deployment of technology and associated regulatory opportunities, offering clients significant opportunities for improving market share, profits, and revenues.
Because Cadwalader attorneys combine their technology experience with in-depth knowledge of the legal issues, they can efficiently and accurately assess the risks introduced by new technologies. This high level of expertise frees clients from underwriting the education often necessary to enable general practitioners to take on the increasing complexities associated with technological matters.
Tax Considerations
Having represented a wide range of business entities -- including start-ups, closely held entities, partnerships, limited liability companies, and corporations operating both domestically and world-wide -- the Firm's tax attorneys know how to skillfully guide clients through the maze of tax regulations. Key to this guidance is the additional know-how of devising a business structure that will achieve maximum operating efficiencies, and long-term tax benefits, and ultimately an enhanced rate of return. Cadwalader tax attorneys also are well-versed in the tax implications of Internet-based transactions.
Cadwalader's Tax Department also is involved in structuring domestic and cross-border mergers, acquisitions, financings, joint ventures, and corporate restructurings, often developing innovative solutions and structures for complex transactions.
The Firm's employee benefits and compensation attorneys play an integral role in counseling the Firm's Internet and technology clients on all manner of benefits and compensation matters. These include developing and implementing employee relations policies; structuring employee and executive compensation, stock option, and equity plans; assisting with monetizations of appreciated, restricted stock, drafting non-compete, and employment agreements; and assisting with personnel-related matters.
Our attorneys also advise enterprises and entrepreneurs about the full range of personal transactions -- from estate planning to employment and benefits considerations.
Industry Expertise
Cadwalader offers clients specialized knowledge of the law in a variety of key industry sectors. This level of understanding further enhances Cadwalader's ability to deliver the kind of value-added corporate legal services that ultimately achieves the client's desired result. Cadwalader attorney's have developed specialized knowledge in the following industry sectors:
- High-Tech
- Telecommunications
- Banking and Finance
- Capital Markets
- E-Commerce
- Health Care and Not-for-Profit
- Insurance
- Investment Management
- Transportation
- High-Yield Debt Issuance
- High-Yield Debt Restructuring and Insolvency
- Hotel and Gaming
High-Tech
Cadwalader is distinguished among large firms in its long-standing involvement with legal issues arising from technology development. Such representation includes handling the legal issues applicable to new and emerging technologies, techniques and discoveries in areas as diverse as agro-biotechnology, aviation, biotechnology, computers, digital imaging, fibre optics, and medical technology. We work with a diverse range of clients in these areas. With such depth and breadth of experience, Cadwalader attorneys understand and are able to assist in the proper analysis and deployment of technology and associated regulatory opportunities.
Telecommunications
With clients ranging from start-up companies to large industry carriers, Cadwalader represents a broad spectrum of telecommunications clients, including wireline and wireless communications companies, commercial satellite operators, and providers of broadband and other telecom services. In addition to providing counsel on a wide range of commercial transactions involving the acquisition, sale or other disposition of telecommunications businesses, as well as private and public equity and debt financing transactions and contract matters, Cadwalader lawyers are experienced in the FCC and state regulatory frameworks affecting the industry. Cadwalader's premier telecommunications practice includes work with industry leaders. At the same time, we work with developing technology companies. This area of expertise is enhanced by our internet and technology practice.
We also have extensive telecommunications privatization and infrastructure experience.
Banking and Finance
Together with members of the Firm's Banking and Finance Department, Cadwalader's corporate attorneys have extensive experience in all aspects of banking and finance activities, including secured and unsecured commercial lending (including acquisition finance, syndicated lending, and warehouse finance) and mortgage banking, special bank regulatory needs, project and equipment finance, and domestic and cross-border leasing transactions. We serve the world's most prominent financial institutions, including major commercial and investment banks, U.S. and foreign bank holding companies, thrift institutions, funds, and insurance and finance companies. The Firm also counsels private equity and venture capital funds, multilateral financing organizations, export credit agencies, and parties engaged in infrastructure and privatization financings.
Capital Markets
Cadwalader's preeminent reputation in securitization provides unique benefits for our corporate clients. Long in the forefront of developing innovative securitization techniques, Cadwalader consistently has been ranked in league tables as one of the top securitization law firms in the nation. As a result, we are frequently called upon by leading investment and commercial banks and financial institutions to develop new products and structures.
E-Commerce
The rapid growth of the Internet has transformed the business world, generating both new opportunities and risks. Cadwalader has responded by assembling an experienced team of attorneys, including professionals with engineering and science backgrounds, to provide advice in this area. Our clients, ranging from entrepreneurs, venture capitalists, and start-up e-commerce companies, to emerging and mature public companies, turn to us for counsel regarding the legal issues involved in using the Internet for business and communication. We work with fast-growing communications, Internet, new media, technology, and telecommunications clients at every stage of their businesses -- from start-up to initial public offering and beyond.
Health Care and Not-for-Profit
The combined expertise of the Firm's corporate and health care practices makes Cadwalader one of the country's most innovative firms in health care industry mergers, acquisitions, and joint ventures. The Firm's lawyers have structured a variety of transfers involving acute and long-term care facilities, ranging from asset and stock purchases to complex arrangements involving the transfer of control of not-for-profit facilities. In each of these transactions the Firm has guided clients through extensive federal and state approval processes. Key to the success of transactions in this industry is an in-depth understanding of the complex tax considerations applicable to non-profit and tax-exempt entities. Cadwalader's tax lawyers regularly advise U.S. and foreign tax-exempt organizations (including public charities and private foundations), as well as U.S. taxpayers subject to special rules (such as insurance companies).
Insurance
The Firm is a market leader in the insurance industry, having participated in billions of dollars worth of insurance company transactions. Our work has involved industry leaders such as Confederation Life, New York Life, Pacific Mutual Life, Phoenix Home Life, ITT Hartford, and Skandia America. The Firm represents insurers and reinsurers in a wide range of transactions, including demutualizations, mergers and acquisitions, and transfers of assets. Cadwalader is also a leading law firm in large, multi-jurisdictional insurance insolvencies, having played a substantial role in every major insurance insolvency in the past several years. During this time, we also negotiated and documented many of the largest sale and joint venture transactions involving insurer assets and liabilities.
Investment Management
Corporate attorneys in the investment management area advise investment companies, investment advisers, independent money managers, private equity funds and pooled investment vehicles, broker-dealers, administrators, and other firms involved in the investment management industry. Our attorneys have been instrumental in the formation and regulation of a wide range of investment vehicles, including equity, high yield bond, special purpose, international, money market mutual, municipal bond, and single country, regional and industry sector funds. The Firm's investment management attorneys also act as counsel to private and registered investment advisers, helping them address the complex issues that arise daily in portfolio management. Cadwalader attorneys also help clients with registration status issues, structuring exemptions or exclusions as the situation warrants. If a client must register, Cadwalader's investment management attorneys provide assistance throughout the entire registration process.
Transportation
Cadwalader is a market leader in transportation financing, having completed over $11 billion of aircraft and over $4 billion of ship financings, and has extensive experience in the purchase and sale of transportation assets. Significant expertise in aircraft, ship and rail financing, coupled with the Firm's sophisticated and diverse tax practice, have resulted in innovative transactions in the transportation industry. Lease and debt financing transactions in which Cadwalader attorneys have participated include leveraged leases, single-investor leases, finance leases, conditional sale agreements, and cross-border leases.
High-Yield Debt Issuance
Cadwalader has extensive experience in private Rule 144A high-yield offerings, as well as SEC-registered public offerings or subsequent registered exchange offers. Lawyers in the Corporate/Merger & Acquisition Department have represented both prominent investment banks, as underwriters (or Rule 144A initial purchasers), and issuers in a wide array of industries, including telecommunications, information management, media, gaming, retail, apparel, food and beverage, and basic industry. Our lawyers have dealt with all types of high-yield financings, including interest escrows, discount securities, pay-in-kind securities, convertible high-yield securities, zero-coupon convertible securities, and credit-enhanced high-yield securities.
High-Yield Debt Restructuring and Insolvency
Cadwalader's Financial Restructuring practice is distinguished by the diverse nature of its clients and the depth of its experience. The Firm is active in all facets of the traditional bankruptcy and corporate reorganization field and has played a leading role in major cases in London and the United States.
The Firm has extensive expertise in corporate turnarounds, including debt restructuring, work-outs and disposal programs. The Firm's insolvency practice further extends to Asia, where our London attorneys advised on the largest international insolvency in Hong Kong arising from the 1980s' recession and have recently advised investment banking clients on distressed investments in Malaysia and Indonesia. We also counsel on solvent reconstructions, using insolvency law techniques to release capital and structure transactions.
In addition, Cadwalader represents clients in connection with the adjustment of the debtor-creditor relationship both prior to and after the commencement of insolvency proceedings and works closely with clients in structuring complex corporate, commercial and securities transactions to develop creative business solutions that preserve and enhance value.
Cadwalader is currently involved in some of the largest and most complex cross-border high-yield debt restructurings or insolvencies, including those involving Ionica plc, Barings plc, Alpha Shipping plc, One Finsbury Circus plc and Breed Technologies.
Hotel and Gaming
Cadwalader provides counsel to hotel and gaming clients on the full range of corporate transactions, including mergers and acquisitions, public offerings, high-yield and equity financings, syndications, and joint venture and management transactions, as well as advice as to the myriad federal and state legislative, regulatory and tax issues affecting casinos, hotels, restaurants, resorts, and entertainment facilities.
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