Practice Areas & Industries: Nexsen Pruet, LLC

Practice/Industry Group Overview

Nexsen Pruet's corporate practice covers a wide array of clients and activities. Our clients are both large and small; we serve local and start-up companies as well as major institutional businesses with multi-state and international operations.

Their collective activities include banking and financial services, insurance, manufacturing, transportation, textiles, computers and other technologies, wholesale and retail sales, distribution services, construction, real estate development and management and natural resources development.

Nexsen Pruet undertakes a comprehensive range of services for these clients, from routine contract review and routine incorporations to structuring and implementing acquisitions, divestitures, reorganizations, dissolutions, control contests, recapitalizations, and other highly complex business transactions.

The firm also has extensive experience in corporate finance transactions involving both debt and equity capital markets, and in forming and representing partnerships, limited liability companies, non-profit corporations, and other forms of business and eleemosynary organizations.

Services Available

Corporate Governance

The Sarbanes-Oxley Act of 2002 and other new corporate governance requirements have drastically changed the way companies "and their leaders" operate. In fact, while focused on public companies, Sarbanes-Oxley has become a baseline governance test for private businesses as well as not-for-profits. Lawyers, accountants, and other consultants who advise management must understand and be constantly aware of the ethical minefields confronting those who simultaneously counsel boards and executive teams.

Nexsen Pruet's corporate governance group provides a comprehensive range of services to boards of directors, board committees (such as audit and compensation) individual directors and special committees. Our team includes two attorneys who not only have served as corporate directors, but collectively have served as CEO's for nearly a dozen companies.

The practice group provides independent fact-finding and legal analysis with attorney-client confidentiality in circumstances where the interests of board, management, inside and outside counsel potentially conflict. In this role we provide ongoing and independent advice with respect to director fiduciary responsibilities, and serve as special counsel in the evaluation and negotiation of change of control or conflict of interest transactions. In circumstances of internal crisis or scandal, we represent the board or its committees in its conduct of an investigation, the report of its findings, and the taking of remedial action where appropriate.

Because the responsibilities of directors are complex and the issues confronting them far-ranging, the corporate governance practice group is comprised of an interdisciplinary team of attorneys drawn from the corporate, securities, tax, finance, insurance, administrative and regulatory, employee benefits, employment and labor, environmental, antitrust and unfair competition, creditor-debtor rights and bankruptcy, mergers and acquisitions, intellectual property, real estate and litigation practices.

Mergers and Acquisitions

Lawyers in Nexsen Pruet's mergers and acquisitions practice draw upon the corporate, tax, real estate, environmental, labor & employment, securities, finance and litigation practices within the firm.

The ability to utilize these resources significantly enhances our representation, providing merger and acquisition clients with direct access to the depth and scope of legal experience necessary to accomplish desired objectives.

Along with a results-oriented philosophy, the lawyers in this practice have extensive experience in structuring complex and multi-faceted business transactions, drafting and negotiating comprehensive documents and handling the regulatory and logistical steps required to achieve closing.

We have represented sellers and buyers in acquisition transactions with almost equal frequency. The size of the transactions the firm handles has ranged from "mom and pop" retail outlets to large corporate enterprises with national and sometimes international markets.

Our clients have covered a wide variety of industries ranging from traditional manufacturing operations such as textiles and heavy machinery to "high-tech" firms such as software and drug companies.

The firm's M&A experience also covers service industries, financial institutions, and healthcare organizations. These transactions have been structured as stock purchases, acquisitive mergers, tax-free reorganizations, and asset purchases and have involved private companies as well as publicly held corporations.

Securities

Nexsen Pruet's securities practice is broad-based and includes representation of small, start-up enterprises as well as large, publicly traded companies.

Our securities practice group provides advice in all areas relating to the application of federal and state securities laws, including initial public offerings of both debt and equity securities, secondary and follow-on public offerings, and offerings of more specialized securities, including interests in limited partnerships and limited liability companies.

The group also has broad experience in advising and assisting clients in connection with mergers, going private transactions, acquisitions, and takeovers by means of negotiated transactions, tender offers and proxy contests.

We regularly assist our clients in the implementation of stock-based compensation plans, the preparation and filing of proxy statements and periodic reports under the Securities Exchange Act of 1934 (including Forms 10-K, 10-Q and 8-K), the preparation and filing of beneficial ownership reports under Section 16 of the same Act, registrations under the state securities or "Blue Sky" laws, and listings with Nasdaq and US national and Canadian securities exchanges.

Attorneys in the securities practice group also advise as to the securities law impact on joint venture and lease financings, leveraged buyouts, and corporate reorganizations, recapitalizations and restructurings.

The firm is particularly active in representation of issuers in connection with structuring and negotiating private placements of corporate debt and equity, interests in limited partnerships and limited liability companies, and the establishment and implementation of complex financing strategies. These representations include placements with individuals and institutional investors, as well as other syndications structured to comply with limited offering exemptions under federal and state securities laws.

Business clients of the securities practice group include corporations, general and limited partnerships, limited liability companies and partnerships, commercial banks, bank holding companies, investment advisors and broker-dealers. We advise these clients on all aspects of corporate organization and governance, including director's and officer's fiduciary duties and liabilities, directors' indemnification and insurance, shareholder rights and agreements, special committees, piercing the corporate veil, and corporate controversy.