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Services Available
Corporate Governance
Since the Sarbanes-Oxley Act was enacted in 2002, many new and complex requirements have been imposed on public companies in connection with their corporate governance and their public reporting obligations. As we were doing before the Act came into the picture, McGuireWoods monitors and keeps clients up to date on developments in this area. We have wide experience advising boards of directors and their committees on the full range of issues they face, including fiduciary duties, implementing appropriate corporate governance procedures, selecting independent auditors and overseeing executive compensation issues. A number of our partners serve, or have served, on boards or as general counsel, and we are strongly positioned to bring strategic perspectives to our clients' governance issues.
Recent representative work includes:
- Representation of numerous public companies in development of governance guidelines, audit, compensation and nominating committee charters, and corporate codes of conduct in response to Sarbanes-Oxley Act and related requirements.
- Representation of private companies and nonprofit institutions considering voluntary adoption of corporate governance standards similar to those imposed on public companies under the Sarbanes-Oxley Act.
- Representation of public companies in connection with successful requests for SEC no-action letters and negotiations with shareholder proponents for withdrawal of shareholder proposals.
- Representation of boards of directors in considering appropriate responses to shareholder proposals receiving substantial shareholder support.
Derivatives, Structured Products and Capital Markets
McGuireWoods' attorneys have extensive experience in a wide range of derivatives, structured products and capital markets financing tools. We have acquired our expertise in a wide variety of transactions and from all perspectives -- investors, underwriters, and issuers.
We excel at helping clients understand and negotiate the best deal possible, no matter how complex or innovative the deal structure might be. We have the expertise to advise on tax, insolvency, and the full range of regulatory issues that might arise, including the regulation of securities, commodities, banking, pension plans, and investment companies.
For our clients who have in-house lawyers to staff most of their transactions, we handle documentation overflows cost effectively and save our clients the time and expense of adding permanent headcount.
- Derivatives
- Structured Products
- Capital Markets Products
Emerging Growth and Technology
McGuireWoods has extensive experience as counsel to emerging growth and technology companies at every stage of their development. Our work matches our clients' business objectives, risk tolerance, time parameters and resources. We are not just lawyers. We are business partners.
We understand the importance of legal representation that is responsive to the unique confluence of issues and demands on emerging growth companies. While these companies are often financially constrained, they need sophisticated legal representation with sufficient size and experience to execute complex transactions quickly and efficiently.
All too frequently, this dichotomy forces an emerging growth company to choose between a large firm with an unmanageable fee structure, and a smaller firm that lacks the depth and breadth of experience required to retain entrepreneurs' sweat equity when raising capital (be it from angel investors, venture capitalists, private equity funds, strategic investors or otherwise); protect, license and exploit patents, software and other intellectual property; manage complex, strategic relationships (including OEM agreements, joint ventures, teaming agreements); handle issues related to investor relations; and maximize returns when exiting (be it via sales, mergers, recapitalizations, public offerings or otherwise).
Our representation of private equity investors, commercial banks and other financial institutions provides us with experience and contacts that benefit our emerging growth and technology company clients. Furthermore, our depth of experience in public offerings and middle market mergers and acquisitions adds value to growth and technology companies during their capital raising stages and when exploring liquidity events later in their development cycles.
We also have focused experience in executive employment contracts, stock-based and other incentive compensation plans, strategic partnership agreements, software development and other outsourcing and consulting agreements, software and content license agreements, trademark, trade dress, copyright and patent registration and protection, domain name registration issues, Internet issues, and other state and local taxation issues.
A team approach to transactions helps us find the best, most creative and cost effective business solutions for our clients. We structure teams that enable us to provide cost effective and value added solutions.
Energy and Utilities
McGuireWoods' energy practice focuses on regulation, deregulation and restructuring of public utilities; on the development, acquisition, sale and financing of natural gas, power generation and other energy facilities; and on the marketing and trading of energy commodities. We represent governments, utilities, industrial energy consumers, oil companies, and independent producers in project development and finance, international energy development, environmental, land use, contract negotiation, and taxation and privatization matters.
Finance and Securities
Our clients turn to us for help with a full spectrum of corporate finance transactions, including registered public offerings of debt, equity and hybrid securities, primary and secondary equity offerings, shelf registrations, asset securitizations, acquisition financings, private placements, Rule 144A and Reg S offerings, tender offers, issuer tenders and buy-backs, management and leveraged buy-outs, exchange offer and consent solicitations, spin-offs, going-private transactions, restructurings and recapitalizations.
In the synthetic lease arena, we have represented both agent lenders and participants in syndicated and commercial paper conduit-financed transactions. We have also represented insurance company investors in private placements of securities issued in connection with synthetic lease transactions involving multiple types of equipment, acquisitions of real property and construction of real property improvements.
Our wide-ranging practice also includes work with overseas investors participating in U.S. investments and developments, international offerings by U.S. companies and merger and acquisition financings.
Representative transactions include:
- Universal shelf registrations of debt, equity, subsidiary trust and other securities.
- Registered public offerings of common stock (including initial public offerings, primary offerings by public companies and secondary offerings by selling shareholders).
- Rule 144A and Regulation S offerings of debt and equity securities (and, in some cases, follow on exchange offers of registered securities).
- Private placements of debt and equity securities.
- Privately placed project finance offerings of debt securities.
- Securitization transactions involving offerings of auto loan receivables, credit card receivables and mortgage loan receivables.
- Dutch-auction style and other self-tender offers for common stock.
- Tax-free spin offs of operating subsidiaries.
- Recapitalizations including reincorporations, creating and disassembling tracking stock structures.
- Synthetic lease transactions involving multiple types of equipment, acquisitions of real property and construction of real property improvements.
- Bridge financings for acquisition transactions.
- Exchange offer and consent solicitations to amend outstanding debt securities.
- Representation of borrowers in syndicated bank financings, both secured and unsecured.
Government Contracts and Regulatory Solutions Group
Dealing with the government on a local, state or national level -- whether in an attempt to obtain or perform a government contract or when seeking to comply with government statutes and regulations -- can be overwhelming. The lawyers in McGuireWoods' Government Contracts and Regulatory Solutions Group have the experience and skill to untangle the web of rules and requirements at every level.
Together with our full-service public affairs subsidiary, McGuireWoods Consulting, we offer clients the advantage of "one-stop-shopping" for all of their legal and government relations needs related to procurement and regulatory compliance.
Securing and fulfilling government contracts requires meeting a whole host of special requirements. Overlooking or misinterpreting a single one can result in frustration and significant financial loss.
Businesses must comply with statutes, regulations and licensing requirements on federal, state and local levels. We know it can be difficult to keep track of all the state and local boards and agencies that must be satisfied before a business can actually do business.
Lawyers in our group can assist clients in successfully pursuing government work and complying with regulations set by every type of governing body, from federal agencies to local town councils in the District of Columbia, Florida, Georgia, Illinois, Maryland, Pennsylvania, Virginia.
Government Relations
McGuireWoods lawyers devote substantial time and energy to government relations. We advise clients and represent their interests in the state general assemblies, before members and committees of Congress, before federal, state and local administrative agencies and regulatory commissions, and before local governing bodies. We also assist boards, agencies and commissions in developing policy. As part of this process, we also assist clients in negotiating regulatory and licensing issues. If litigation is unavoidable, we can draw on our experienced litigation group for their expertise.
Our lawyers have a long tradition of serving their communities, and have established a notable record of public service. McGuireWoods lawyers have served as judges and in leadership roles in local, state and federal governments, and are members of both major political parties. When clients request it, our Government Contracts and Regulatory Solutions Group teams with our public affairs subsidiary, McGuireWoods Consulting, to provide one-stop shopping for all lobbying and government-related client needs.
Local Representation
Local boards often have a strong impact on the success or failure of a business venture. We frequently represent clients before such boards, including:
- Planning Commissions
- School Boards
- Procurement Review Panels
- Architectural Review Boards
- City and Town Councils
- County Boards of Supervisors
- State Representation
Our group has broad experience analyzing state and local licensing requirements and representing businesses before state and local boards and commissions.
In representations before the state public utility commissions, we have focused particularly on issues involving telecommunications, energy, banking and insurance.
We are experienced with matters before state agencies, cabinet level offices, and the state departments of:
- Health
- Environmental Quality
- Motor Vehicles
- Taxation
- Historic Resources
- Professional and Occupational Regulation
- Information Technology
- General Services
- State Police
We also have extensive experience with matters before the following boards:
- State Water Control Board
- Alcohol Beverage Control Board
- Waste Management Board
- Transportation Board
- Board of Corrections
- Government Contracts
The U.S. Government is the world's largest customer for goods and services. The federal government is expected to spend more than $200 billion in the upcoming year, while state and local governments combined are expected to spend more than $1 trillion. Selling to the government poses unique risks that don't exist in commercial contracts. The lawyers in our Government Contracts practice assist clients in understanding and managing those risks.
We have the knowledge and experience to counsel clients on matters of Contract Formation and Strategy, Labor and Employment, Socio-Economic Concerns, Unique Ethical Obligations, Treatment of Costs, Audits, Investigations and Qui Tam Actions, Suspensions and Debarments, Mergers and Acquisitions and Protecting Intellectual Property in Government Contracts. In addition, McGuireWoods' lawyers are prepared for Government Contracts Litigation such as filing or intervening in a bid protest or filing a claim under the Contract Disputes Act.
Whether your company is an established government contractor or a start-up company seeking its first government contract, McGuireWoods' seasoned government contracts team is poised to assist you. When necessary, team members will supplement their own special knowledge by calling on lawyers from other practice areas in the firm such as Litigation Management, E-Commerce, Intellectual Property, Labor and Employment, White Collar Crime and Government Investigations, Government Relations, International Trade, Telecommunications and Media, Government Compliance, Health Care, Local Government, Public/Private Partnerships, Mergers and Acquisitions, Corporate Finance and Securities and Emerging Growth and Technology. McGuireWoods' lawyers strive to provide clients with legally sound solutions without losing sight of our clients' business objectives.
Contract Formation and Strategy
McGuireWoods' lawyers assist clients in finding government contracts business opportunities and in choosing the most advantageous contract vehicle for those sales. We explain the competitive advantages of the GSA Schedule, Simplified Acquisition Procedures (SAP), Blanket Purchase Agreements (BPA), multiple award Indefinite Delivery Indefinite Quantity (ID/IQ) contracts and Government-wide Acquisition Contracts (GWACs) to our clients. And, to save our clients time, money and potential liability, we keep clients updated on the new and ever-changing "commercial items" rules that include streamlined procedures and less burdensome paperwork.
Labor and Employment
Government contractors are subject to unique labor and employment requirements. McGuireWoods' lawyers counsel clients on matters of compliance with the Department of Labor's equal opportunity and affirmative action requirements under Executive Order 11246, the Rehabilitation Act of 1973 and the Vietnam Veterans Readjustment Assistance Act of 1974. We also help clients prepare written affirmative action plans that will pass muster with an Office of Federal Contract Compliance Programs (OFCCP) audit or investigation. In addition, McGuireWoods' lawyers explain DOL's workplace and labor standards such as the Walsh Healey Act, the Davis Bacon Act, the Service Contract Act and the Contract Work Hours and Safety Standards Act.
Socio-Economic Concerns
Federal government contractors of every size have distinct socio-economic concerns. McGuireWoods' lawyers counsel large federal government contractors who are required to submit detailed subcontracting plans on the requirements for those plans. We also advise small, small-disadvantaged and women-owned contractors on their eligibility for award of set-asides and government preferences. In addition, we help companies seeking entry into or already in SBA's 8(a) Program to compete for the $6 billion worth of contracts awarded annually.
Unique Ethical Obligations
McGuireWoods' lawyers provide advice to clients with regard to the unique ethical obligations of federal government contractors such as the prevention of bribery and illegal gratuities, false claims and false statements, lobbying restrictions, procurement integrity, conflicts of interest and kickbacks. We assist clients in drafting codes of conduct and compliance policies and in structuring corporate compliance programs to educate all of their employees about the added level of scrutiny applied to business dealings with the government.
Treatment of Costs
McGuireWoods' lawyers have the know-how to counsel clients on all aspects of Truth in Negotiations Act (TINA) compliance, cost accounting standards (CAS) and cost principles. We are prepared to counsel clients on how to respond to DCAA audit reports. Although McGuireWoods' lawyers will always attempt to reach a favorable settlement, we are also prepared to litigate these issues for our clients if needed.
Audits, Investigations and Qui Tam Actions
At a client's request, McGuireWoods' lawyers will conduct an internal investigation in advance of any government knowledge of possible problems at the client's company. We can also prepare responses to subpoenas and investigations by agency Inspector Generals or other criminal prosecutors. We will attempt to persuade the IG or prosecutor not to pursue the matter. But, if an audit or investigation goes forward, our lawyers will represent the client in grand jury investigations, plea-bargaining sessions or trial.
Suspensions and Debarments
A suspension or debarment can sound the death knell for a company which sells goods or services to the government. McGuireWoods' lawyers represent clients in suspension and/or debarment proceedings and negotiate with the debarring or suspending entity on the client's behalf. We work quickly to minimize the impact of any debarment of suspension on other corporate affiliates or divisions. If needed, we will seek judicial review on behalf of a federal government contractor in a federal district court or at the U.S. Court of Federal Claims.
Mergers and Acquisitions
There are unique considerations for companies seeking to purchase or sell entities that are government contractors. McGuireWoods' lawyers identify those risks during due diligence. Those risks may arise from anti-assignment clauses, novation requirements, valuation of the company's backlog, past or present audits or investigations, past or present changes, claims or disputes, or the protection (or lack thereof) of intellectual property. If the government entity at issue holds any classified contracts, we can prepare the Foreign Ownership Control or Influence (FOCI) documents required by the federal government.
Protecting Intellectual Property in Government Contracts
McGuireWoods' lawyers counsel clients on protecting intellectual property in their government contracts. We explain that private contractors may protect any intellectual property that was not developed at government expense and help our clients to institute business practices that will protect them from transferring the intellectual property to the government with unlimited rights. We prepare and review intellectual property and software license agreements to assure that intellectual property rights are properly protected. We also represent our clients in court when they need to enforce their existing intellectual property rights.
Government Contracts Litigation
McGuireWoods' lawyers represent government contractors in bid protest litigation before state and federal government agencies, the U.S. General Accounting Office, the U.S. Court of Federal Claims (COFC) and on appeal to the U.S. Court of Appeals for the Federal Circuit (Federal Circuit). We also litigate claims and requests for equitable adjustments before appropriate Boards of Contract Appeals and the COFC and on appeal to the Federal Circuit. We counsel our clients on whether, where and when to file or intervene in such litigation and how to respond to claims brought by the government itself. We also represent our clients in state or federal court actions or arbitrations arising out of government contract-related subcontracts, teaming agreements or joint ventures.
Immigration
McGuireWoods provides immigration legal services to a broad range of business clients including multinational corporations, emerging businesses, universities, hospitals, nonprofit companies, resorts and country clubs, religious organizations and individuals.
Unlike boutique firms that deal solely with immigration law, as full-service business lawyers we have a wider perspective. When advising on and preparing visa petitions, we know that all relevant laws must be considered -- not just those that specifically apply to immigration.
Employers must comply with labor and employment as well as immigration laws in preparing submissions to the Department of Homeland Security, Department of Labor, or State Department, or in setting up employment verification programs. Clients seeking the visas necessary to start new U.S.-based businesses must also be aware of relevant corporate and tax matters. We ensure that no pertinent law or requirement is overlooked.
Visas
Clients count on us to help them obtain temporary and permanent resident visas to allow foreign nationals to work in the United States. Our experience includes:
- H-I B Visas - Represented U.S. employers in hiring foreign doctors, scientists, engineers, sales managers, business executives, professors, computer professionals, and other highly trained workers from around the globe.
- L-1 Visas - Prepared and processed visas allowing for the intracompany transfer of managers, executives and individuals with specialized knowledge from foreign companies to related U.S. companies.
- E-1 Treaty Trader and E-2 Treaty Investor Visas - Obtained visas for investors, managers, executives and key employees from Japan, Korea, England, France, Germany, Italy, Holland and other countries, to come to the United States to set up and run businesses.
- F-1 Foreign Students and J-1 Exchange Visitors - Advised foreign students on obtaining work authorizations for temporary employment, and assisted companies in establishing exchange visitor programs in the United States.
- Employment-Based Permanent Resident Visas - Handled permanent resident or "green card" applications in all employment-based categories for individuals from dozens of countries, including those with extraordinary abilities in business, education, sciences, arts and athletics; outstanding professors and researchers; managers and executives of multinational companies; professional workers; and skilled and unskilled workers.
Strategic Guidance
Our goal is to help corporate human resources and legal department employees do their jobs more effectively. Clients trust us not only regarding the completion and maintenance of employment verification forms, but also to advise them on immigration laws and changes.
To meet clients' ever-changing needs, we regularly establish compliance programs and systems, provide in-house training, and conduct tailored seminars to target specific opportunities and challenges that our clients may face.
We also provide creative solutions to difficult cases, including establishing aliens' extraordinary abilities, obtaining national interest or two-year home residency requirement waivers, or getting visas for individuals who do not easily fall into any relevant visa category.
Intellectual Property
Committed to You and Your Achievements®
In a business environment marked by rapid technological development and an increasingly global marketplace, patents, copyrights, trademarks and trade secrets can be critical assets of a productive and competitive business enterprise, whatever the size.
The development and protection of commercially valuable ideas and information require targeted legal assistance -- assistance McGuireWoods can provide. Well-established and still expanding, our intellectual property practice marries the talents of corporate and litigation attorneys, each of whom regularly handles intellectual property matters. Through this combined approach, we strive to ensure that our clients, whether a large company or an individual entrepreneur, derive maximum return from their creative, technological and business endeavors.
Trademark, Trade Dress and Unfair Competition
McGuireWoods' trademark practitioners combine business savvy with legal acumen to create realistic, workable solutions for our clients' trademark needs. From the moment a client conceives of a new trademark or trade dress, McGuireWoods stands ready to help, providing preclearance and preregistration assistance. We prosecute state and federal applications, and can assist in securing registration worldwide. Through maintenance filings for registered marks and watching services, we help protect the goodwill our clients have created in their marks. We assist clients in trademark licensing and assignments, and offer a variety of strategies when disputes arise, from alternative dispute resolution, to proceedings before the Trademark Trial and Appeal Board, to infringement and dilution litigation in state and federal courts.
Patent
McGuireWoods' patent practice is composed of skilled patent attorneys and other professionals who provide a full range of legal services in the patent field, including patent prosecution, counseling and litigation in an array of diverse industries such as automotive, biomedical, biotechnology, chemical, computer, construction, consumer and juvenile products, e-commerce, electronics, heavy machinery, medical devices, nanotechnology, plastics, pollution control, semiconductor, software and telecommunications. Our patent professionals have prior technical experience in the industry, with the U.S. Patent and Trademark Office, and/or have advanced scientific degrees which enable us to efficiently handle patent matters in virtually any technology. See a detailed description of our patent practice.
Litigation
Our intellectual property litigators team with our transactional lawyers to protect our clients' interests before the Board of Patent Appeals, the Trademark Trial and Appeal Board and in state and federal courts. We represent large, medium and small companies, as well as individual entrepreneurs. Our clients include retailers, manufacturers, advertisers, financial institutions, computer software developers and other high tech companies. The intellectual property matters we litigate include:
- Copyright
- Licensing
- Patent
- Trade Secrets
- Trademark, Trade Dress and Unfair Competition
- Copyrights
Our services cater to our clients' creative impulses. In the area of copyright law, McGuireWoods lawyers have obtained copyright registrations for such diverse works as computer software, books, architectural works, trade materials, brochures, newsletters and original works of art. We assist clients embroiled in ownership disputes, and offer advice on a variety of registration issues, including notice and deposit requirements. We counsel clients on media rights, copyright licenses and transfers and other specialized agreements. We also offer individualized strategies for dispute resolution, including, when necessary, infringement litigation.
Advertising
McGuireWoods advises nationally-recognized retailers, manufacturers and advertising agencies on a full range of intellectual property issues, including deceptive and/or misleading advertising, compliance with state and federal regulations; issues relating to the use and distribution of catalogues, flyers and other advertising materials; warranties, disclaimers, owners' manuals and other product notices; preparation of customized purchasing forms; and promotion and advertising campaigns featuring public figures, such as athletes and celebrities.
High Technology Development and Protection
In the area of computer hardware and software development, we routinely represent licensors, licensees and joint owners in a variety of computer-related issues, including business deals, e-commerce solutions and litigation matters. We offer copyright advice for computer software and assist clients in the development and licensing of custom software. Our lawyers provide solutions for wide-ranging client needs, including "canned" software license and maintenance agreements, technology and trade secret disclosure agreements, original equipment manufacturer agreements, integrated hardware/software purchase and license contracts, software distribution agreements, and source code agreements, as well as noncompete and nonsolicitation agreements. Our clients come to us seeking advice on hardware sales, purchases and/or maintenance, and inquire about know-how licensing and joint development ventures. In addition, our intellectual property lawyers advise clients about their rights under federal acquisition regulations governing technical data.
Website Auditing
In the race to keep up with the fast-developing electronic marketplace, many companies have established websites on the World Wide Web without much, if any, legal review of the sites' content. The content of websites can raise a myriad of legal issues, and yet there is a widespread misconception that federal and state laws and regulations relating to trademarks, copyrights, privacy, sales, and other types of commercial activity do not apply to the Internet. In fact, as companies rush to establish a presence on the Web, the Federal Trade Commission and other regulatory agencies are fast making electronic commerce a top enforcement priority. Similarly, trademark and copyright owners are policing the Web for unauthorized uses of their intellectual property, as users who were once geographically remote are now side-by-side on the Internet.
Common mistakes by web-operators include offering goods for sale without regard to FTC regulations, downloading, copying and displaying artwork on web pages without first obtaining an assignment of the copyright or a license to use such work, and offering links to other sites without clear disclaimers of the content of such sites. Privacy policies are often drafted by web designers who simply copy language from well-known sites; a practice that both violates copyright law and typically fails to accurately reflect what, if any, privacy-related procedures are actually in place. Sweepstakes and other contests are promoted on the web without regard to various state laws requiring contest registration if residents of that state may participate. Companies include information for current and prospective employees without regard to federal labor laws. The list of issues is endless, and in many cases criminal liability (including jail-time for responsible corporate officers), as well as civil liability, is at stake.
In addition to issues relating to website content, operation of an interactive website can subject a company to the jurisdiction of courts that are geographically remote from the company. Many companies are unaware that their Internet business practices (and, in some cases, ineffective legal "terms" on their websites) could subject them to the laws and the courts of states where their only presence is an electronic one.
To assist our clients in proactively evaluating the content of their websites for potential sources of civil and criminal liability, compliance with applicable federal laws, and inclusion of appropriate legal terms and conditions, McGuireWoods is now offering customized website auditing services. A team of attorneys with expertise appropriate to the client's industry evaluates the content of the website, identifying specific content problems, suggesting the text and location of disclaimers and other legal notices, and evaluating other potential sources of liability.
Clients
McGuireWoods' intellectual property clients include retailers, merchandisers, real estate developers, manufacturers, financial institutions, health care providers, insurance companies, telecommunications providers, importers, computer software developers, computer hardware retailers, advertising agencies, artists, and restaurants.
Lawyers
McGuireWoods intellectual property lawyers have been at the forefront of legal developments in the intellectual property area, have published and lectured on intellectual property topics, and serve as active members in local, state, national and international intellectual property associations. We look forward to putting our expertise to work for you.
Mergers and Acquisitions and Joint Ventures
McGuireWoods has an international reputation for its mergers and acquisition work, representing both buyers and sellers in acquisitions, divestitures and joint ventures throughout the Americas and in Europe and the Pacific Rim.
M&A transactions, whether structured as asset or stock deals, can be very complex -- even those involving relatively small enterprises.
We work with our clients and their other advisors to organize and analyze the relevant facts ("due diligence"); to identify and develop solutions to business, operational and legal problems in cases where only part of an enterprise is being sold; to explore and implement financing arrangements; to comply with and obtain appropriate clearance under tender offer, registration, proxy and other securities law requirements; to identify and resolve other potential legal problems (including tax, antitrust, employee benefits, labor, environmental, liability exposure, real estate, and governmental and other consent/approval issues); and to negotiate and draft the implementing agreements and other documentation. In the stressful hostile takeover arena, we have substantial experience on both the acquiror and the target sides.
Recent representative work includes:
- Assisted one of the nation's largest energy producers with a $2.3 billion acquisition of one of the nation's largest independent natural gas companies engaged in the acquisition, development, exploration, production and marketing of natural gas and crude oil in the United States.
- Assisted one of the nation's leading producers of construction aggregates with a $122 million acquisition of one of Florida's leading suppliers of construction cement.
- Assisted a leading national retailer of brand-name consumer electronics with their $1.3 billion spin-off of the nation's leading specialty retailer of used cars.
- Assisted with the $1.2 billion sale of Virginia's largest managed health care company to the fifth largest publicly traded health benefits company in the United States.
- Assisted the world's largest pork processor and hog producer with a $250 million acquisition of the fifth largest beef processor in the United States.
- Assisted with the $1.5 billion sale of the world's leading aluminum producer's interest a Western Australia refinery to the world's largest diversified resources company.
Private Equity
McGuireWoods has extensive experience in advising clients in the formation of, and the acquisition and disposition of investments by, venture capital, buyout and mezzanine private equity funds. We recognize that a private equity investor needs a law firm with unique skills, depth and experience. However, when hiring counsel, private equity investors are often forced to make a difficult choice.
On one hand, most prominent, large international law firms staff and execute mid-market, private equity transactions in the same manner in which they staff and execute multibillion-dollar deals, resulting in disproportionately high fees.
On the other hand, while smaller, local firms generally offer more appropriate fees and have general acquisition experience, most lack the sophistication and experience required in transactions involving private equity.
McGuireWoods offers the best of both. A 750+ lawyer, 160+ years old, internationally recognized law firm, we understand the special needs of private equity investors, and we have the unique experience and flexibility to handle the investments they make.
For example, we know from years of representing large public corporations as well as multi-generational family businesses that buying a division from a multinational entity is inherently different from buying a family business located in a regional market, and hence must be approached and staffed differently. We work with clients to ensure that our work matches their business objectives and tolerance for risks.
McGuireWoods understands that a successful investment must be made, managed and sold properly. Representing private equity clients at every stage of the investment cycle, we provide due diligence review, assist in the evaluation of proposed acquisitions, structure investments, negotiate and draft acquisition and credit and mezzanine agreements, represent portfolio companies, take companies public, advise on securities laws and fiduciary duty issues, and sell portfolio companies.
We have experience in all types of private equity investing, including leveraged buy-outs (LBOs), minority investments (including PIPEs), going private, convertible debt, and purchases of troubled companies in or out of bankruptcy. We realize the importance of tax consequences, aligning management's interests with the investors' interests, exit strategy and control.
Mezzanine Investing
At McGuireWoods, we understand that private equity mezzanine capital now plays a critical role in financing private equity transactions. In addition, mezzanine funds have emerged as an attractive asset class for many investors. As a result of this market shift, we have made mezzanine private equity a special focus.
However, more important to our clients is how the private equity group has benefited from McGuireWoods' longstanding experience as a "banking firm." We offer mezzanine funds, as well as equity funds making investments along side mezzanine funds, a unique perspective and experience on financing, creditors' rights and bankruptcy.
Health Care Private Equity Initiative
In recent years, many private equity funds have increased their focus on the life sciences industry. However, when investing in this area, they face a daunting array of legal and business issues, many of which exist in no other sector of the American economy. Among these unique challenges are regulatory compliance, credentialing, fraud and abuse prevention, payment issues, malpractice, pharmaceutical and medical device product liability, and an increasingly unionized workforce.
To help our private equity fund clients find successful resolutions to these problems when pursuing health care transactions, McGuireWoods' private equity and health care practice groups have formed a special team of lawyers well versed in serving the needs of health care investors.
These attorneys have experience counseling clients in virtually every area of health care activity, including business transactions, mergers and acquisitions, regulatory compliance, financing, contracting, tax, labor and employment, intellectual property and litigation in federal and state courts. This experience enables us to provide prompt and effective counsel in response to changes in the dynamic health care sector, giving our private equity fund clients competitive advantages when making, managing and exiting their investments.
Fund Formation Practice
McGuireWoods also has a team of partners who have devoted a substantial portion of their practices to representing general partners and major limited partners in forming venture capital, buyout and mezzanine private equity funds.
At McGuireWoods, we begin each transaction by talking to our clients and understanding their goals. Some people want to keep documents simple in order to close as quickly and inexpensively as possible, while others want more complicated, negotiated agreements. Our partners have the ability, the experience and the willingness to close any type of fund within any time period. This flexibility is especially crucial in today's difficult fund-raising environment.
The McGuireWoods fund formation team also has extensive experience managing and advising general partners and their principals in an array of business issues, including conflicts of interests, estate planning, retention and recruitment of investment professionals, generational succession planning and dissolution. We use this experience in drafting a fund's initial documents, as well as when advising its principals throughout the life cycle of the fund.
We are not just lawyers; we are business partners.
In order to find the best, most creative business solutions, we use a team approach to every transaction. Depending on the nature of the deal and clients' goals and desires, private equity attorneys will work with lawyers focused on tax, intellectual property, environment, real estate, employee benefits, bankruptcy, labor, litigation, government contracts, antitrust, securities, products liability, corporate finance and wealth management.
We also have the flexibility to include lawyers from our 15 national and international offices. This often facilitates due diligence and eliminates the cost of hiring "local" counsel.
Securities Litigation
The pressures and challenges confronted by companies conducting business in these times of heightened public awareness and increased SEC scrutiny of business practices require the counsel of an experienced and multi-faceted securities litigation practice.
The securities team at McGuireWoods offers the depth and breadth of skills needed for the securities-related issues encountered daily by both large and small businesses. The McGuireWoods team possesses decades of cumulative experience in relevant civil and enforcement actions, and also with regulatory proceedings and issues requiring regulatory advice.
We have worked with public and closely-held corporations, officers and directors of those companies, accounting firms, consulting firms, hedge funds and investment banking firms. Clients have trusted in our capacity to provide thorough counsel and representation in matters before federal and state courts, the Center for Multi-district Litigation, arbitrations and mediations, and the SEC. Clients have also relied on our counsel in the areas of public trading, registration, sales practices, compliance, disclosure, ERISA investment standards, public offerings and private placements. Broker/dealers, investment advisors, and banks regularly seek our advice on structuring new products and activities to comply with current regulations.
McGuireWoods also offers a sophisticated White Collar Criminal Defense team and Accountants' Liability practice. We have worked on a number of cases that involved parallel civil and criminal proceedings and have successfully defended numerous grand jury investigations by the Department of Justice arising out of SEC enforcement activity.
Representative Work
- Case of first impression, successfully defended, involving alleged claim under Rule 10b-5 of the Securities Act for failure to disclose payment for analyst's opinion
- Complex class action alleging claims under Sections 11, 12 and 14 of the Securities Act of 1933
- Complex action involving state derivative, securities and breach of fiduciary allegations under multiple state jurisdictions
- Securities class action involving loan loss reserves
- Securities class action arising from bank's sale of non-FDIC products to customers;
- Securities class action arising from restatement of financial statements
- Derivative action alleging fraud, self-dealing and business judgment claims
- Declaratory judgment action to determine shareholders' rights under an "true-up" provision and to address counterclaim allegations of oppression, constructive fraud, breach of fiduciary duty and breach of contract
- Securities action alleging combination of federal and state derivate claims, fraudulent accounting practices, and violations of Section 10(b) of the Securities and Exchange Act
- Shareholder class action alleging breach of fiduciary duty and federal securities law violations against a bank's "going private" merger
- Defense of alleged claims under the Virginia Securities Act and Virginia Trade Secrets Act
- Representation of numerous corporations and corporate officers in SEC inquiries and investigations, involving, inter alia, responding to subpoenas, responding to Wells calls, and complying with consent orders
Telecommunications and Media
The telecommunications and media lawyers at McGuireWoods provide comprehensive services to the full spectrum of companies involved in electronic communications to the public. Our clients include telecommunications companies, broadcast radio and TV stations, cable TV operators, retailers, real estate developers, manufacturers of communications equipment, major purchasers of communications services and technology, satellite companies, wireless carriers, multimedia companies, software developers, networking companies, ISPs, and major banks and venture capital firms providing financing for these high-tech industries.
In collaboration with the firm's Emerging Growth and Technology Group, we represent all types of companies involved in the Internet industry, including e-commerce companies, Internet infrastructure providers, ASPs, Web hosting communications companies, online publishing, Internet hardware and software vendors, and data connectivity providers.
The market for our clients' products and services is constantly growing and changing in response to the demands of a global economy, the rapid evolution of technology and increasing competition. The Telecommunications and Media practice can implement innovative solutions to cutting-edge business and regulatory problems because of its unique understanding of its clients' technologies, industry environments and business needs. The group also works frequently with the McGuireWoods Consulting Group on legislative initiatives and other matters involving the Congress or the Executive Branch. McGuireWoods has devoted its expertise and resources to helping its clients enter new geographic markets, expand their customer bases, diversify into the provision of new products and services and preserve their existing market shares.
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