Practice Areas & Industries: Parker Poe Adams & Bernstein LLP

Practice/Industry Group Overview

Our Corporate and Securities Practice Group represents public and private companies in a broad range of business combinations, capital market transactions, securities regulatory compliance and general business counseling. Our clients include Fortune 100 corporations, multinational firms, entrepreneurial start-ups and some of the oldest continuously operating companies in our communities. We also represent a variety of capital providers, such as investment banks and private equity, venture capital and private investment funds.

As a result, the group's attorneys have significant experience addressing the legal challenges facing companies operating in a wide variety of industries and at every stage of their development.

Business Transactions - We offer clients a wealth of experience across a broad range of business transactions and related activities, from structuring through negotiation and closing. Our group works regularly with public and private companies for whom acquisitions and divestitures are a major strategic focus, as well as financial and entrepreneurial buyers and sellers of businesses.

As part of the firm's international business practice, our attorneys regularly counsel foreign clients who seek to enter or expand their presence in the U.S. market through acquisitions, as well as U.S. companies acquiring or selling businesses overseas.

Securities and Corporate Finance - We represent public and private companies, financial intermediaries and investors throughout the United States and internationally in connection with all types of capital markets transactions, securities law compliance and corporate governance. In addition, the Corporate and Securities Practice Group leads a multi-disciplinary Public Company Team designed to tailor all of our legal services to the unique needs of our public company clients. Our practice is bolstered by the experience of our lawyers on Wall Street and the depth of our resources as one of the largest law firms in the Carolinas.

General Business Counseling - Our attorneys provide seasoned, practical legal advice to business enterprises of every description. We serve as general outside counsel for many of our clients, often working with Parker Poe attorneys from other practice areas to provide legal assistance on matters ranging from contracts to litigation, employment counseling, tax advice and environmental compliance.

Services Available

Our business transactions services include:

• Traditional mergers, acquisitions and divestitures
• Auction-type divestitures, from both seller and bidder perspectives
• Leveraged acquisitions and related financing, including senior debt, mezzanine funding and equity financing
• Client roll-up and build-up strategies, including techniques for the efficient and cost effective completion of a high volume of industry specific acquisitions
• Alternatives to traditional M&A transactions, including joint ventures, strategic alliances, consortiums and cross-licensing agreements
• Acquisitions involving insolvent or distressed companies
• Other aspects of business transactions, including tax planning, legal due diligence investigations, drafting and negotiating transaction documents and obtaining antitrust and other regulatory clearances

Our capital market experience covers a full range of capital raising, business and financial transactions, including:

• Public and private sale and exchange of debt and equity securities, including initial public offerings and Rule 144A offerings
• Multi-level financings that combine debt and equity securities with secured and unsecured bank financings
• Negotiated and contested control transactions on behalf of both bidders and targets
• Going private transactions, management buyouts and other divestitures implicating the fiduciary responsibilities of officers and of directors (including special committees)
• Tender offers, proxy contests and other change of control techniques
• Development and marketing of derivative products
• General representation of emerging growth companies, including early-stage and venture finance

Our lawyers have extensive experience advising public companies, Boards of Directors and special committees regarding all aspects of corporate governance and compliance, including compliance with:

• Sarbanes-Oxley Act
• NYSE, NASDAQ and Amex rules
• SEC and FINRA rules
• State law
• Periodic SEC reporting
• Proxy solicitation
• Section 16 reporting
• Rule 10b-5 plans

Our general business services include the following:

• Forming new corporations, limited liability companies and partnerships, and developing and documenting both simple and complex ownership and control structures and buy-sell arrangements
• Drafting and negotiating commercial contracts, including procurement, franchise, distribution, services and other similar agreements
• Developing, protecting and licensing intellectual property, including patents, trademarks and trade secrets
• Advising officers and directors regarding their legal responsibilities and liabilities and other corporate governance issues
• Developing effective corporate compliance programs
• Assisting with internal and governmental investigations
• Identifying and securing available tax and other economic development incentives for corporate relocations and expansions
• Advising on international trade and investment matters