Practice/Industry Group Overview
One of the firm's core strengths, our Corporate practice, assists clients throughout the United States and abroad in maximizing their business opportunities. We represent clients that range from private to public companies and from startups and emerging businesses to international corporations. We are proud to offer CRADLE TO LIQUIDITY® services.
We provide general business legal advice, assist in structuring and implementing major transactions, prepare agreements to address unique business arrangements and consult with clients to resolve major business and ownership issues. We handle such matters as initial and later stage venture and other financings; leveraged buyouts and recapitalizations; public offerings; mergers and acquisitions; SEC compliance; private equity transactions; real estate capital markets transactions; corporate, LLC and partnership formation; and corporate partnering, joint venture and other strategic alliance arrangements. Because of our diverse client base, we have experience representing substantial entities in complicated multinational and multi-state transactions, as well as advising smaller and emerging clients on the full spectrum of business matters.
Mergers and Acquisitions
Sheppard Mullin offers its clients a savvy and talented group of M&A attorneys that "do deals" throughout the United States and overseas. We have extensive experience in advising clients ranging from individuals and small privately held businesses to private equity firms and multinational corporations on all types of M&A transactions, including mergers, purchases and sales of stock and assets, management buyouts, recapitalizations and other corporate restructurings. Our attorneys have been involved in transactions which have been both friendly and hostile, have advised both foreign and domestic participants on cross border transactions and have utilized a myriad of acquisition structures and forms of consideration to help accomplish our clients' goals.
Our attorneys represent bidders, target companies, investment bankers, financial advisors and many others that participate in M&A transactions. We have also been engaged on numerous occasions to serve as special counsel to boards of directors and to independent director committees. While our Corporate lawyers generally coordinate all aspects of M&A representation, they work closely with lawyers in other areas of the firm's practice to provide critical support for today's complex transactions.
Sheppard Mullin's private equity team serves the legal needs of the private equity community. We represent private equity and leveraged buyout firms of all sizes in connection with acquisitions, divestitures and restructurings of their portfolio investments, including structuring the transaction and preparation and negotiation of documentation, exit transactions, including initial and follow-on public offerings, going private transactions and other mergers and acquisitions transactions. We provide a complete range of services at all stages of the investment cycle from start-up or "seed" capital to growth capital, mature private equity, and management buyouts.
Our lawyers in the investment management practice regularly serve fund sponsors and investors with respect to private funds and other alternative investment vehicles. We have extensive experience with various types of domestic and international investment funds and other pooled investment vehicles, including private equity, venture capital, hedge, real estate seed, angel, and clean tech-focused funds. With an emphasis on business-focused legal advice, we partner with our clients throughout the entire fund formation process. Once the fund is formed, we offer unparalleled service related to ongoing fund maintenance, including advice with respect to investment adviser issues. We also advise investors with respect to the terms and structure of their investments in private investment funds. Our lawyers in the investment management practice work collaboratively with our tax and ERISA lawyers to deliver a coordinated, efficient solution to investment management legal needs.
Public Company, Corporate Governance and Compliance
Sheppard Mullin has extensive experience in all areas of regulatory compliance and disclosure under the Securities Exchange Act of 1934 and capital formation under the Securities Act of 1933. Our expertise includes ongoing securities counsel to public companies and their directors, officers and other affiliates relating to their obligations under federal and state securities laws. We regularly advise public companies and their affiliates on periodic filings with the Securities and Exchange Commission, public disclosure issues, securities transaction policies, compliance with the short swing profit provisions of Section 16 of the Securities Exchange Act of 1934, compliance with Rule 144 under the Securities Act of 1933 and other similar matters. Our attorneys are expert on all aspects of Sarbanes-Oxley as well.
Private Companies, Family Owned Businesses and Family Offices
Our firm has provided the full spectrum of legal counsel to family owned and other private companies for more than 80 years. We represent business entities from all industries and at every stage of development and succession. Family owned and private companies have long been an important part of Sheppard Mullin's practice, and over the years we have cultivated the experience necessary to help these businesses align and balance the sometimes competing objectives of effective corporate governance, financial success, family harmony and personal development.
We believe that it is critical to understand and address the full range of needs and goals of the family owned and private companies we represent. Our attorneys work with family members and management to design and achieve their goals by providing legal services and assisting in locating and engaging other advisors who are able to contribute to the success of the business. Many of the legal services we offer, including critically important tax and estate planning services, are specially tailored to family owned and other closely held businesses and to family offices. Our attorneys serve in the role of an experienced and trusted advisor, guiding clients through the often complex and unique challenges that they confront.
Our attorneys advise a host of international clients on their inbound and outbound transactions, corporate structures, tax, operating agreements, antitrust and competition issues, technology, communications, immigration and employment matters to ensure the optimal legal foundation for an enterprise with expanding borders. We represent a significant number of foreign clients including commercial entities, emerging companies, financial institutions and individuals based throughout the world. We also work with foreign lawyers, accountants and advisors to ensure that there is proper coordination among all professionals to ultimately attain the client's goals.
The firm opened an office in Shanghai in 2007. The Shanghai Office serves as the center of the Firm's Asia practices. The Office handles international matters involving not only China but also Hong Kong, Taiwan, Korea, Japan, Singapore, the Philippines, and other markets in the region.
Joint Ventures and Strategic Alliances
Sheppard Mullin has special expertise in structuring and negotiating joint ventures and strategic alliances (whether in corporate, limited liability company, partnership, contractual or other form of joint enterprise or through strategic contracts and licenses) for resource and product acquisition, distribution, development, infrastructure development, market penetration and risk sharing purposes, as well as all related ancillary agreements, such as marketing, distribution, license and supply agreements. While our corporate lawyers generally coordinate all aspects of joint venture and strategic alliance representation, through our Strategic Alliance practice they work closely with lawyers in other areas such as antitrust, government contracts and tax in order to provide broad support for these critical arrangements. Structuring and negotiating these very complicated transactions requires, in addition to legal guidance and counseling, substantial business experience; all of which we have garnered through the depth of our experience in these transactions.
Securities Law and Corporate Finance
Sheppard Mullin has an active securities and corporate finance practice involving the issuance of securities in registered public offerings and private placements, including venture capital investments and other exempt transactions. We have served as counsel to a variety of issuers/securities underwriting firms and investment banking firms in connection with initial and other public and private offerings of securities. Our attorneys have participated in all aspects of the private placement of securities, representing issuers, private placement agents, equity funds, institutional investors and venture capital firms in every type of private financing transaction, including seed financing angel investments, venture capital financing, later stage equity or mezzanine financing, PIPES and private debt financing. The hands-on experience of our attorneys in a wide variety of offerings gives us the ability to develop creative solutions to problems encountered in the course of any securities transaction.
Sheppard Mullin assists clients in structuring transactions and planning business affairs in order to reduce income, sales, transfer, property and other taxes. A sampling of the matters we handle includes:
- Taxable and tax free mergers, acquisitions and sales
- Venture capital financing and business formation
- Private equity transactions
- Choice of entity and combinations of entities, including C corporations, S corporations, limited liability companies, general and limited partnerships, REITs and cooperatives
- Joint ventures and strategic alliances
- Foreign investment in the United States
- Expansion of U.S. businesses abroad
Our goal is to help our clients achieve their business objectives with practical and effective tax reduction planning. In conjunction with the firm's Litigation attorneys, we have also handled tax related matters in state and federal courts and before the United States Tax Court.
Employee Benefits and Executive Compensation
Both public and privately held companies are faced with creating compensation programs for employees and executives in order to attract and retain crucial talent. Many employers have learned that to effectively grow their companies, they must find ways to compensate employees that contribute to the overall success of the company. Sheppard Mullin assists corporate clients to establish tailored incentive and compensation plans to win and keep the employees its competition wants most. We advise on establishing compensation designed to advance company survival and growth interests while at the same time rewarding employees for productive contributions, including dealing with income tax issues. We draft stock option and compensation plans, assist employers in establishing procedures for administering stock compensation plans and advise employers regarding stock compensation plan compliance. We also assist employers in developing tailored bonus and commission plans that are based on rewards for contribution and increased revenue of an organization.
Our lawyers advise on all aspects of qualified and nonqualified retirement plan and employee benefits matters under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code of 1986 (the "Code"), including such matters as defined contribution and benefit plans, profit sharing and 401(k) plans, supplemental executive retirement plans ("SERPs"), Employee Stock Ownership Plans ("ESOPs") and deferred compensation plans, among others.
Bankruptcy and Restructuring
Bankruptcy and business restructuring is a critical component of Sheppard Mullin's practice. We have the resources to respond to the time sensitivity of financial crises and the depth to provide whatever size team is required. We regularly draw on all of the resources necessary to solve the multi-disciplinary problems presented by complex insolvencies and business restructuring endeavors, including real estate, intellectual property, tax, labor, securities and mergers and acquisitions.
We represent clients in all types of regional, national and international insolvency matters, from out-of-court workouts and financial restructurings to bankruptcy proceedings, creditors' rights and distressed acquisitions. Our clients have included secured lenders, debtors, bank groups, creditors' committees, indenture trustees, equity holders, real property and equipment lessors, bankruptcy trustees and buyers, among others.
Articles Authored by Lawyers at this office:
Annual H-1B Visa Quota Will Open on April 1, 2015
Greg L. Berk, February 24, 2015
For employers looking to bring non-U.S. citizens into the United States, an important immigration deadline is around the corner. Failure to plan properly for and meet this deadline may result in the employer’s inability to bring into the country its planned talent.
Second Circuit Limits "Tippee" Insider Trading Liability
Sarah E. Aberg,MaryJeanette Dee, January 16, 2015
In United States v. Newman, No. 13-1837 (2d Cir. Dec. 10, 2014), the United States Court of Appeals for the Second Circuit reversed the 2013 convictions of Anthony Chiasson and Todd Newman on charges of conspiracy to commit insider trading and insider trading under 18 U.S.C. § 371, Sections...
Sixth Circuit Narrows Scope of Liability Under ICA Sections 36(a) and (b)
Robin A. Achen,John P. Stigi, November 12, 2014
In Laborers’ Local 265 Pension Fund v. iShares Trust, No. 13-6486, 2014 U.S. App. LEXIS 18627 (6th Cir. Sept. 30, 2014), the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of claims alleging violations of the fiduciary duties imposed by Sections 36(a) and 36(b) of...
Fiduciary Duties in the Context of Dent v. Ramtron Int’l Corp.
Amanda S. Ackerman,Ariel Yehezkel, September 10, 2014
The Delaware Court of Chancery recently addressed a number of claims commonly made in the “ubiquitous” stockholder litigation that follows announcement of a public merger or acquisition transaction. In Dent v. Ramtron Int’l Corp., C.A. No. 7950-VCP (Del. Ch. June 30, 2014), a...
Delaware Court of Chancery Rejects Indemnification Sleight of Hand
Thomas Michael,Ariel Yehezkel, July 24, 2014
In Branin v. Stein Roe Inv. Counsel, LLC, C.A. 8481-VCN, 2014 WL 2961084 (Del. Ch. June 30, 2014), the Delaware Court of Chancery held that a vested right to indemnification may not be rescinded by a subsequent amendment to the governing corporate document.
U.S. Supreme Court Decision Gives More Latitude to Defeat Securities Fraud Class Action Lawsuits Prior to Class Certification
Steven O. Kramer,Jonathan D. Moss,John P. Stigi, July 10, 2014
In Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, -- S Ct. --, 2014 WL 2807181 (U.S. June 23, 2014), the United States Supreme Court refused to overturn the landmark decision Basic v. Levinson, but ruled that securities class action defendants may rebut the fraud-on-the-market presumption...
Delaware Court of Chancery Underscores Heightened Pleading Standard Necessary to Support a Claim for Breach of Fiduciary Duty In Connection With a Merger
Alejandro E. Moreno,John P. Stigi, May 23, 2014
In Houseman v. Sagerman, C.A. No. 8898-VCG, 2014 WL 1478511 (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Glasscock, V.C.) granted, in part, a motion to dismiss filed by certain directors and the financial advisor of Universata, Inc. (“Universata” or the...
Does A Consumer’s Exercise of a Rescission Right Mean that the Loan Is Automatically Rescinded? Perhaps Not, According to One Federal Court, If the Consumer Does Not Also File a Lawsuit for Rescission
Sherwin F. Root,David H. Sands,Shoshana A. Zimmerman, May 23, 2014
In Baker v. Bank of America, N.A., No. 5:13-CV-92-F, 2014 U.S. Dist. LEXIS 9578 (E.D.N.C. Jan. 27, 2014), the United States District Court for the Eastern District of North Carolina held that even if a consumer timely exercises his or her right to rescind a loan transaction under the Truth in...
Second Circuit Applies Morrison v. National Australia Bank to Allow Certain Extraterritorial Application of RICO
Jeff Kern,Thomas M. Monahan, May 12, 2014
In European Community v. RJR Nabisco, Inc., Case No. 11-CV-2475 (2d Cir. Apr. 23, 2014), the United States Court of Appeals for the Second Circuit held that the Racketeer Influenced and Corrupt Organizations (“RICO”) statute, 18 U.S.C. § 1961, et seq., could apply to conduct...
D.C.’s Less Charitable Approach to Property Tax Exemptions for Non-Profits
Andrew J. Alberg, April 02, 2014
Under District of Columbia law, organizations that own buildings in D.C. used for purposes of public charity principally in the District are entitled to property tax exemptions. (D.C. Code § 47-1002(8)). However, in light of recent actions by the District of Columbia Office of Tax and Revenue...