Practice Areas & Industries: Edwards Wildman Palmer LLP


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Practice/Industry Group Overview

The hallmark of the Business Law practice is our shared commitment to advancing our clients' business goals. We learn and understand our clients’ businesses and provide guidance that is practical and sensitive to our clients' concerns. Our lawyers place a premium on client service including hands on partner involvement, responsiveness and value of services. We approach transactions in a collaborative manner. We strive to develop optimal solutions to legal challenges.

Private Equity / Venture Capital
Our private equity and venture capital practices are at the core of the firm. We practice on a global scale and have been recognized by the Dow Jones Private Equity Analyst as one of the most active practices in the United States in each of the last three years, with an aggregate of over 700 transactions closed. We have represented some of the earliest pioneers as well as the cutting edge players of today. Our private equity clients include funds, management teams, buyers, sellers and lenders. We advise them on all aspects of buyouts, portfolio company operations, strategic initiatives, and exit transactions. Our venture capital teams represent funds and venture backed companies, as well as their founders, from formation through financing and exit.

Top tier funds and companies pursuing a private equity or venture capital deal turn to us for some of the largest and most complex transactions because of our legal experience, knowledge of industry and financing trends, business insight and network of contacts. We maintain a preeminent position in middle market buyouts and life sciences, with special expertise in handling deals involving financial services, media and telecom, technology, healthcare and business services.

Our substantial deal volume combined with our specific industry positions allow us to provide creative and pragmatic advice regarding deal structures, industry trends and market terms. Our client service is marked by hands-on partner involvement, with a premium on responsiveness, collaboration and value-added expertise.

Our complementary fund formation practice, described in greater detail below, handles the formation of private equity and venture capital funds, as well as representation of limited partners.

Mergers & Acquisitions
We represent clients worldwide and have one of the leading M&A practices among major law firms. With more than 75 M&A lawyers, we can assemble an interdisciplinary team with the breadth and depth of experience and capabilities necessary to guide our clients through any merger, acquisition, divestiture or other strategic transaction such as a joint venture, leveraged buyout and spin-off. Our seasoned, multi-faceted teams work side by side with our clients in evaluating both the opportunities and the risks presented by a transaction. We advise our clients on all aspects of a transaction including structural, regulatory, securities, financing, tax, benefits, employment, corporate governance and antitrust issues and help our clients achieve their business goals while complying with the complex legal and financial requirements of these transactions. We represent public and private companies of all sizes and understand the differing needs of our public and private company clients and our lawyers bring that perspective to the engagement. Our experience includes advising acquiring and target companies and their boards of directors and special committees, lenders, executives and investment bankers. Our practice also includes representing numerous clients across various industries in their acquisition of distressed companies or assets of distressed companies. Our overall experience in mergers, acquisitions, divestitures and other strategic transactions, also includes industry-specific knowledge in sectors such as Banking, Insurance and Financial Services, Consumer and Commercial Products, Gaming, Healthcare, Life Sciences, Manufacturing, Media, Broadcasting and Publishing, Technology, and Telecommunications.

Debt Finance and Capital Markets
Our Debt Finance and Capital Markets practice is the largest among law firms in the Boston area. Our Boston, Providence, New York, Hartford, Chicago, Los Angeles and London offices actively serve debt finance clients throughout the world. We represent diversified global financial institutions, banks, finance companies, insurance companies, hedge funds and other institutional lenders, including Bank of America, CIT, JPMorgan Chase Bank, TD Bank, RBS Citizens, and Wells Fargo. We represent most of the 10 largest banks in the United States. We also regularly represent private equity firms in M&A transactions, financings, recapitalizations and restructurings. Our lawyers are actively engaged in national and international syndicated credit facilities(mid-cap, large-cap, and investment grade), mezzanine and second lien financings, high-yield and convertible debt, DIP and exit financings, and tax-exempt and asset-based financings of all kinds. Most of our lawyers have specialized industry experience. The Debt Finance and Capital Markets group works closely with our Restructuring and Insolvency practice. Our bankruptcy lawyers in Boston and New York have been involved in many of the largest bankruptcy cases in the country. Prominent among our industry specialties are media and communications, telecommunications, healthcare, life sciences and biomedical devices, technology and financial services.

Securities Offerings and Public Company Counseling
Industry leaders and growth companies alike rely on us to help access the capital markets to fuel growth or provide investor liquidity. We represent companies in all types of registered and securities offerings and general finance activity, including: IPOs; follow-on offerings and shelf registrations; registered direct and confidentially marketed public offerings; committed equity lines; PIPE transactions and other private placements; Rule 144A offerings and exchange offers; high-yield and convertible debt offerings; debt exchanges and other restructurings; and cross-border and non-US offerings. We handle these complex offerings efficiently and with the sophistication needed for successful execution. During the last few years, we have helped our clients raise billions in capital market transactions. A significant part of our practice is preparing companies for, and guiding them through, successful capital raising opportunities. For our private company clients, this includes preparation for potential liquidity events. We also represent the underwriters and placement agents that participate in these offerings.

We are at the forefront of advising publicly traded companies and their directors and officers on complying with regulatory requirements and the evolving best practices in disclosure and corporate governance. We also counsel independent board committees in change in control and affiliate transactions and in connection with regulatory matters and shareholder litigation.

In addition to capital raising transactions and corporate governance matters, our clients look to us for sophisticated advice on topics such as: public and private tender offers; disclosure and SEC reporting requirements; mergers, acquisitions and dispositions; shareholder rights’ plans, proxy contests and anti-takeover planning; internal investigations and enforcement actions; executive compensation and severance; ERISA and other employee benefits; securities trading by directors and officers; resale of restricted securities; and stock repurchases and financial restructuring.

Start Up Companies
We understand the special needs of entrepreneurs. We also understand the extraordinary passion that innovators bring to their ideas and their need to build value quickly. Our start-up clients demand practical, cost-effective and strategic advice on many critical issues including, company structuring, fund raising, employment issues, equity compensation, intellectual property protection, licenses and collaborations, web site privacy statements and terms of use, and data security regulations. Our mission is simple. From incorporation through important milestones, we strive to create value by providing superior legal advice and business counsel to protect and advance the interests of our clients. Our culture of respect and professional excellence are key factors in how we respond to our clients' needs. We have a strong commitment to supporting entrepreneurs and innovators who are looking to start and grow new businesses. We also recognize that the cost of high-caliber legal services – an essential component in building the foundation of a strong business – can be daunting. With that in mind, we provide substantive assistance to promising entrepreneurs and innovators through our Helping Innovators Thrive - HIT program and through our support of community entrepreneurial programs. Our focus on assisting innovators involves many of our core practice areas including, Formation, Financings, Licensing, Collaborations and Strategic Alliances, Protection of Intellectual Property, Preparing for Liquidity, Tax, Executive Compensation and Benefits, and Cross Border.

Life Sciences
We have been at the forefront of life sciences for more than 25 years, and have more than 100 lawyers (a significant number of whom have advanced degrees) advising clients in this industry. Large pharmaceutical companies and emerging biotech companies turn to us on a variety of projects, including intellectual property counseling and litigation, licensing and collaboration, mergers and acquisitions, capital raising, FDA counseling and international partnering. We represent companies in all stages of development from start-up through venture financing to publicly traded industry leadership. Pharmaceuticals seek our advice in the following areas: Private Equity and VC Financing, Intellectual Property Advising & Counseling, Licensing and Collaborations, Corporate and Securities, Mergers and Acquisitions, FDA regulatory and International.

Fund Formation
Our international fund formation experience ranges from the representation of general partners raising first-time funds, to reviewing and negotiating dozens of fund partnership agreements on behalf of institutional limited partners. Our lawyers know the private equity and venture capital business, not only from a fund-to-portfolio company perspective, but also from a fund-to-limited partner one. Our expertise spans the full range of external strategic and structural issues which affect the formation of private equity and venture capital funds, as well as internal fund management compliance and operational issues and arrangements. We advise our limited partner clients on a wide range of issues, including market trends, new approaches to, and standardization of, due diligence and fund document review, negotiation with fund sponsors, and side letters. Our experience with the problems and pitfalls that can occur over the life of a fund is evident in the advice that we give our fund clients when structuring new funds, and preparing and negotiating limited partnership agreements and other fund documentation.

Cross Border/Emerging Markets/South Asia/Central and Eastern Europe/Canada
We represent US clients in their activities worldwide, including emerging markets, as well as clients from dozens of countries in activities throughout the United States. Our internationally-experienced lawyers recognize the idiosyncrasies of globalization and simplify international business initiatives for our clients. Our clients recognize and rely on our ability to effectively bring together appropriate parties from opposite ends of the earth to help them successfully achieve business ventures. We pride ourselves in providing seamless, comprehensible, cross-border advice, bridging legal systems, customs, languages and terminology. The team understands the operational needs of established global business, as well as the needs of companies taking their initial step outside their home country.

Our Healthcare group provides sophisticated legal services to a broad array of clients across the country, ranging from large academic medical centers and health systems to small practices, licensed facilities of all types, and suppliers of equipment and services. We provide M&A, securities, litigation, corporate, labor and employment, information technology, HIPPA compliance, intellectual property, finance and regulatory services for both individual and corporate clients. We strive to be sensitive to the complex decisions our clients face as they continually balance the resources and needs of their institutions and businesses against the often seemingly conflicting demands of state and federal governments. Our healthcare practice also encompasses the complete spectrum of traditional matters that affect those associated with the healthcare industry.

We represent lenders on a national scope in a variety of healthcare-related credit facilities, including tax-exempt financings and conventional ABL and cash-flow deals for senior living facilities, hospital systems, group purchasing systems for hospitals, physician groups, academic and for-profit medical centers, third party administrators and insurers, laboratories and pharmaceutical and medical device companies. Our familiarity with the issues arising in these financings allows for advice tailored to the nuances and specialized issues inherent in this area. These financings include takeover financing, acquisition lines, construction finance, working capital lines of credit and tax-exempt financings. We also have significant experience representing underwriters and issuers in healthcare transactions and in healthcare workouts and bankruptcies, including DIP financings and 363 sales on behalf of lender and sponsor/buyer clients, in particular.

We have one of the nation’s largest bond counsel practices and are one of the few major general practice law firms in the US devoting a substantial portion of its practice to public finance law. In 2011, our Public Finance Department ranked in the Top Ten nationally among all firms providing bond counsel services in the US. A major part of our bond counsel practice is devoted to financings for hospitals and other healthcare providers.

We advise companies and entities that invest in, develop, manufacture and sell products and services involving computer software and hardware, telecommunications, the Internet, electronics, materials science, and energy and clean technologies. These technology businesses share several challenges, including global expansion and competition; protecting critical intellectual property; solving human resource issues caused by rapid growth; responding to changes in the marketplace and regulatory environment; and raising capital to fuel growth. We provide integrated services in these and other specialties which are critical to the growth and success of our clients.

Licensing, Collaborations, Joint Ventures & Strategic Alliances
We advise business organizations worldwide on a wide array of licensing and strategic alliances including; in-licensing and protection of core technology; out-licensing and commercialization of core and non-core technology; product development collaborations and joint ventures; manufacturing, supply and commercialization arrangements; transactions with institutions such as universities, hospitals and governmental agencies; and trademark and copyright licensing. Our clients look to us for strategic advice and help with structuring and negotiating deals. We work closely with our clients to understand their business objectives and to provide creative, cutting edge, and pragmatic business and legal insight to enable them to achieve their business goals. Our clients rely on our industry-specific and substantial depth of experience to efficiently structure and complete complex transactions. The advantages we bring to our clients include; integrated cross-disciplinary teams: patent law, corporate and securities law, tax law, international law, and regulatory compliance; lawyers with extensive licensing, strategic collaboration and cross-border experience; lawyers with extensive industry experience including biotech, pharmaceutical, medtech, health care, software, internet, IT and telecom; and the ability to work efficiently with companies in all stages of development.

Energy, Infrastructure & Cleantech
Our Energy group represents independent power producers, investor-owned utilities and other energy providers, developers, lenders, underwriters, private equity funds, lease equity and other financial organizations, governments and agencies involved in energy and infrastructure projects, as well as manufacturers of cleantech and other energy-related products and services. These clients engage in a wide range of activities across the energy sector including acquiring and managing energy assets and energy-related companies and investing in and providing financing to energy projects and clean technology companies. Our representation of such diverse energy-focused clients has given our Energy group the experience to provide value-added service to complex and challenging transactions in the energy space. We are experienced with all types of fossil-fueled electric generation facilities and a range of alternative energy projects, including biomass, biofuels, hydro-electric, solar, wind and “smart grid” and other energy-efficient projects. The Energy group coordinates and integrates lawyers from all of our practice areas, such as project finance, M&A, corporate, patent/intellectual property, venture capital and private equity, public securities, insurance/reinsurance, bond and municipal finance, anti-trust, bankruptcy, environmental, litigation, real estate and tax to provide comprehensive legal advice to our energy and clean technology industry clients.

Banking & Financial Institutions
We provide financial institutions first-rate legal advice from lawyers with diversified skills, who practice on a daily basis in the constantly evolving and heavily regulated world of financial services. The complexity of the legal advice required for financial institutions today is exceeded only by the confusing jumbled references to the various laws and governmental agencies that regulate our clients. We utilize the experience of all of our different practice groups in working with our financial institution clients in all aspects of their strategic planning and business execution. Our broad knowledge of different industry sectors, substantial interdisciplinary experience and our excellent relationships with regulatory agencies allow us to provide strategic, practical and innovative advice on current legal and business issues. We provide guidance to fit each individual client’s needs and style.

We have counseled US and international clients in the gaming industry for over 18 years. We advise manufacturers of hardware, such as casino machines and lottery terminals; developers of gaming software, such as lottery games and game graphics; and providers of lottery operating systems, Internet websites and other interactive channels through which wagering, skill contests and sweepstakes are conducted. We have assisted our gaming clients with respect to their financing needs, licensing requirements and compliance obligations, helped them protect their intellectual property, and we have guided clients through numerous acquisitions of other gaming companies, both in the US and internationally. Finally, we have assisted our gaming clients in the formation and operation of joint ventures throughout the world, including Brazil, Italy, Poland, Russia, South Africa, Taiwan and the United Kingdom. New opportunities are arising in the gaming industry as state and local governments seek new ways to earn revenue. Gaming laws and regulations are changing to facilitate these new opportunities. Our breadth and depth of experience in gaming enables us to keep pace with these changes and provide for our clients with comprehensive, current and practical advice, putting them in the best position to achieve their goals.

Articles Authored by Lawyers at this office:

Courts Weigh in on NSA Bulk Telephony Metadata Program
Lawrence R. Freedman,Ari Z. Moskowitz, January 07, 2014
In December, two federal courts weighed in on the NSA’s bulk telephony metadata collection program, under which the agency collects from U.S.-based telephone companies, and stores, the metadata of telephone calls - such as numbers dialed and received and the length of calls. The courts came...

SBA Issues Proposed Rule Permitting SBICs to Invest in Double Holding Companies
Christopher J. Douglass,Alan B. Roth,Michael R. Wilson, January 03, 2014
On December 23, 2013, the U.S. Small Business Administration (“SBA”) issued a proposed rule to revise the Small Business Investment Company (“SBIC”) regulations regarding investments in passive businesses and the use of double holding companies in structuring SBIC...