Practice/Industry Group Overview
Procopio’s corporate and securities attorneys handle the full range of private and public corporate finance and securities-related transaction, for both emerging and established companies. Our attorneys are not only skilled and experienced in corporate and securities law, but also possess an in-depth knowledge of clients’ industries and make a point of developing a clear understanding of each client’s business objectives and goals. In addition to our experience, our extensive contacts allow us to counsel clients around the world.
Entity Formation and Planning
Procopio’s corporate attorneys assist start-ups and emerging growth companies in various fields, including information technology, telecommunications, life sciences, and clean tech, with all aspects of their formation, development, and funding, from the initial idea through liquidity. Our attorneys focus on providing business and legal guidance to clients through all stages of growth, from initial incorporation through seed and angel investments, venture capital debt and equity financings and strategic investments, to mergers and acquisitions.
We have extensive experience in drafting and reviewing contracts to solve our clients’ needs. This work includes terms and conditions, distribution agreements, customer contracts, non-disclosure agreements, and all other contracts needed for a business to succeed.
Procopio’s corporate and securities attorneys advise boards and management on compliance with various corporate, fiduciary, and regulatory matters, including the Sarbanes Oxley Act, Dodd-Frank Act, and other federal and state laws that regulate private and public companies. We help clients develop and implement effective corporate governance policies and procedures, including employment policies, to foster best practices and meet their obligations under applicable law. We also advise audit, compensation, and special committees on regulatory and fiduciary issues, including conducting investigations where necessary and advisable.
Securities and Corporate Finance
Our attorneys represent a wide variety of issuers, investors and underwriters in the full range of public and private securities matters including:
- arrange, negotiate, and document private and public equity and debt offerings
- private and public acquisitions
- warrant exchanges
- recapitalizations and reorganizations
- structured financings
- shareholder rights plans
- secondary offerings
- venture capital financings
- mezzanine financings
- private investments in public entities (PIPES)
Mergers and Acquisitions
Procopio’s attorneys advise publicly-traded and privately-held companies in a wide range of complex merger, acquisition, and disposition transactions, including stock-for-stock mergers and divisional purchases and sales. Our attorneys are dedicated to providing clients with excellent legal and business services and use a multi-disciplinary approach to meet their needs. Our services include:
- perform due diligence
- structure, negotiate, document, and close transactions
- obtain requisite government, board, and shareholder approvals for transactions
- address potential intellectual property issues
- advise on recapitalizations such as spin-offs and split-offs
Executive and Equity-Based Compensation
Our attorneys provide assistance to clients with executive and equity-based compensation matters. We work with clients in designing, drafting, implementing, and administering executive compensation arrangements including:
- omnibus equity incentive plans
- stock option plans
- bonus plans
- phantom stock plans
- arrangements designed to incentivize and retain employees
If clients are involved in mergers and acquisitions or other corporate transactions, we identify and resolve the complex issues that arise with equity plans and other employment benefit arrangements in connection with such transactions.