Practice Areas & Industries: Jenner & Block LLP

Practice/Industry Group Overview

Jenner & Block serves the interests of clients across a wide range of strategic business transactions and counseling matters. Our corporate lawyers draw upon the full resources of the Firm, which has approximately 400 attorneys practicing in every major area of commercial law. For many clients, we act as primary outside counsel to provide coordinated, multidisciplinary representation.

The clients served by our corporate group range from the top ranks of the Fortune 500, to middle-market and emerging companies, to closely held and family-run businesses. We also serve a large number of financial institutions and private equity and venture capital firms. We take pride in adding value for all of our clients, across a wide array of enterprise and transaction sizes, through our dedication to excellence of lawyering and diligence of representation. We make extensive use of technology and knowledge management systems to enhance the efficiency of our lawyers, allowing us to handle even the smaller transactions on a cost-effective basis.

The growth of our corporate practice in recent years has been led by the recruitment of several lateral partners who bring significant experience from other law firms and from senior positions at major corporations and the Securities and Exchange Commission. A number of our partners have served, either full-time or in an outside capacity, as general counsel or as executive officers or board members of publicly held corporations, including General Motors, Lante Corporation, UNext and USN Communications. In addition, one of our partners served for over 15 years at the SEC's Division of Corporation Finance, including as a senior policy-making associate director. These experiences reinforce the values that we share with many of our corporate clients, including commitments to best practices, efficiency, diversity and pro bono representation. In turn, the consistency of these values serves as a basis for the development of close partnering relationships with many clients.

Our Practice Areas

We have organized our corporate group into six overlapping practice areas:

Services Available

Mergers & Acquisitions

We have been involved in numerous mergers, acquisitions, divestitures, spin offs, joint ventures and other strategic transactions, including both unsolicited and negotiated transactions. Our M&A attorneys often work closely with our tax lawyers and, where appropriate, with partners in other transactional areas such as intellectual property, real estate, government contracts, environmental and employee benefits. However, we are mindful that many of our clients have their own resources in these areas and we are also adept at working with experts from corporate legal staffs or other law firms as appropriate.

We have had extensive involvement in many sizable M&A transactions, such as representing General Motors in its recently completed sale of 34 percent of Hughes Electronics (DirecTV) to the News Corporation Ltd. for approximately $6.6 billion and the split off of the rest of the company to public stockholders in transactions valued at approximately $17 billion. However, we are equally comfortable with smaller and middle market transactions. In the past few years, we have represented General Dynamics in more than 20 transactions ranging from $50 million to more than $5 billion, including a recently completed $1.3 billion cross-border acquisition and several acquisitions under $200 million in size.

Securities

We have extensive experience in capital markets transactions ranging from small IPOs and private placements to the very largest public offerings. We also regularly counsel large and small publicly held companies on a wide range of securities compliance and disclosure matters, including the requirements of the Sarbanes-Oxley Act, and the SEC and securities exchange rules being adopted thereunder.

Recent transactions for our securities group include General Motors' global offering of $17.9 billion of debt securities, General Motors' contribution of $1.24 billion of Class H common stock to certain of its pension and employee benefit plans as well as a $500 million Rule 144A placement and exchange offer for General Dynamics. Our lawyers recently prepared and filed universal shelf registration statements for General Dynamics and General Motors for $3 billion and $10 billion of covered securities, respectively.

We also recently represented John B. Sanfilippo & Son, Inc. in a registered public offering of $82 million of common stock sold by the Company and certain of its stockholders, and Pac-West Telecomm, Inc. in its tender offer for approximately $77 million of outstanding notes and the issuance of new notes and warrants to purchase its common stock. Our lawyers also represented the Chicago Board of Trade in an innovative and complex reorganization from a membership organization to a publicly held corporate entity and its subsequent $200 million initial public offering.

Corporate Finance

Our finance attorneys have represented borrowers and lenders in transactions ranging from $1 million to $5 billion, including secured and unsecured credit facilities, high yield offerings, MTN programs, asset securitizations, DIP financing and workouts. Many of these transactions are highly structured, involving numerous participants and requiring integration with broader business arrangements.

Clients in this practice area include public and private corporate borrowers as well as commercial banks and other financial institutions, underwriters and other investment banks, insurance companies, liquidity and enhancement providers, placement agents and other capital providers. These clients include many leading financial institutions, such as ABN AMRO North America, Deutsche Bank, GE Capital, LaSalle Bank and The Northern Trust Company.

Private Equity and Emerging Companies

We represent entrepreneurs and private equity and venture capital funds in all stages and types of investment as well as in the formation and regulation of funds. Transactions include seed and later stage growth financing, leveraged acquisitions, management buyouts, mezzanine and subordinated financings, recapitalizations, bankruptcy sales and acquisitions, and mature private equity transactions.

Representative private equity clients include companies seeking financing as well as providers of capital such as Draupnir LLC, McKenna Gale Capital, Pine Creek Investors, Sterling Capital and Willis Stein & Partners. We also represent a number of investment management clients that regularly invest both in private equity funds and directly in portfolio companies. These clients include an investment management subsidiary of General Motors that engages in a variety of private equity transactions on behalf of GM's pension and employee benefit plans.

International

Several of our corporate clients are large companies headquartered in Japan, Europe and Latin America. We assist these and other international clients with joint ventures and acquisitions in the United States as well as with compliance with applicable United States regulatory requirements. We work closely with partners in our tax, intellectual property, regulatory and litigation practices to assist international clients across a wide array of disciplines.

Additionally, the transactions we engage in for our domestic clients increasingly involve significant international components, including non-U.S. securities and anticompetition issues that we coordinate with correspondent firms around the world. A number of our lawyers have lived and worked in Japan as visiting members of a prominent Tokyo law firm, and we have regularly hosted visiting lawyers seconded to us from abroad.

Counseling and Governance

Much of the work that we do involves counseling on non-transactional matters such as disclosure and 1934 Act compliance, especially under the recently adopted Sarbanes-Oxley Act and regulations being proposed by the SEC and national securities exchanges. We publish timely newsletters and advisories to keep our clients continually informed of legal developments in these and other areas affecting their businesses.

We frequently develop compliance plans, audit committee charters and codes of ethics, and we act as counsel for special committees evaluating material corporate transactions. For example, our corporate attorneys, together with lawyers from our intellectual property, employment and litigation groups, recently advised a special board committee of Gemstar-TV Guide International in connection with its highly publicized management restructuring. This project involved complex corporate governance and securities issues, including several matters of first impression with the SEC under the Sarbanes-Oxley Act.