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Services Available
Squire Sanders corporate lawyers provide counsel to and serve the transactional needs of large public and private companies, as well as a select group of emerging companies, around the world. Our expertise covers diverse industries and professions around the world.
We provide you with services ranging from day-to-day counsel for senior management to the coordinated expertise needed to lead you through complex business transactions, including:
- Commercial loans and other financings
- Corporate governance
- Counseling on capital structure
- Dispositions
- Executive compensation
- Joint ventures
- Mergers and acquisitions
- Private equity
- Public and private securities offerings
- Secured transactions
- Securities law compliance
- Takeovers and proxy contests
Our international corporate practice expertise was recently highlighted in the 2002-2003 edition of Chambers Global: The World's Leading Lawyers published by Chambers and Partners. In addition, the 2003 edition of The European Legal 500 highlighted the firm's corporate and commercial experience throughout Europe.
CORPORATE GOVERNANCE
Squire Sanders has made a long-term commitment to guiding you in preparing for compliance obligations and addressing challenges as they arise. Our lawyers have advised clients on corporate governance, structuring and regulations for decades.
While Sarbanes-Oxley has heightened everyone's interest in corporate governance, it is only the most recent set of requirements to comply with. Squire Sanders can help guide you through the entire maze of governance standards from state laws and regulations to SEC, stock exchange and trading guidelines.
Many companies, from Fortune 500 to newly public, know they can count on us to monitor the ever-changing changing regulatory climate, counsel them on the changes and tailor programs to meet the requirements in a cost-effective way. This approach enables clients to spend more time focusing on their mission: handling day-to-day business responsibilities and working to meet long-term goals.
Among our clients in this arena are corporations, corporate officers, public bodies, and audit and compensation committees. Squire Sanders lawyers also provide counsel in internal investigations of suspected and actual improprieties in nonpublic regulatory proceedings. We also represent special committees that are often formed to deal with conflict-of-interest and similar issues at the board level.
Our practice includes:
- Advising on the composition of boards of directors and board committees, with a focus on director independence and audit committee qualifications.
- Reviewing, assessing and updating governance materials (including board committee charters, director and officer questionnaires, corporate codes of conduct, employee whistle-blowing policies, document retention policies, trading policies, compliance policies and procedure manuals).
- Counseling clients on their relationships with auditors and questions relating to auditor independence.
- Defending shareholder class-action and derivative litigation alleging breach of fiduciary duty by directors.
- Counseling clients on dealing with analysts and the press.
- Providing crisis management strategies.
- Assisting in compliance with corporate governance and disclosure-related obligations.
- Training employees, management and directors on ethics and compliance issues.
- Responding to shareholder proposals.
- Assisting in the preparation of periodic, as well as non-routine, filings with the SEC.
- Advising on directors' and officers' indemnification arrangements and liability insurance coverage.
- Conducting internal investigations.
- Advising on executive agreements and compensation arrangements.
- Providing guidance on merger and acquisition planning, including structural defenses.
- Advising on going-private transactions.
EXECUTIVE COMPENSATION
Because Squire Sanders has advised hundreds of clients in many diverse industries on establishing executive compensation plans, we can advise you on all the factors involved in structuring executive compensation. Our expertise extends to advising you on formulating executive compensation packages designed to help you attract and retain the best people.
Our clients range from publicly-held Fortune 500 companies to family-owned businesses to high tech start-up enterprises. Squire Sanders lawyers have designed stock option plans (both incentive stock options and nonqualified options), restricted stock plans, deferred compensation arrangements, rabbi trusts, golden parachutes, leveraged stock purchase plans, and performance bonus plans. We have counseled executives signing their initial employment contracts with a company, and drafted severance agreements for executives who are being terminated. We have extensive familiarity with the tax, corporate, ERISA and labor issues relating to such plans and agreements.
Some of Squire Sanders recent projects include:
- Designing a leveraged stock purchase plan allowing executives in a closely-held company to purchase restricted stock using partially non-recourse notes.
- Crafting golden parachute agreements for executives with a company that anticipates being acquired in the near future.
- Developing an equity compensation plan for a company undergoing a debt restructuring.
- Developing a deferred compensation plan for key sales employees of a company.
- Reviewing compensation plans of a target company to ensure maximum tax deductions for the company on its final return as a result of the acquisition.
We also develop sophisticated, broad-based employee benefit programs and have earned a reputation as a national leader in employee stock ownership plans (ESOPs), including leveraged and non-leveraged ESOPs - an area in which Squire Sanders is a national leader.
MERGERS & ACQUISITIONS
Whether your business is large or small, local or global, Squire Sanders merger and acquisitions lawyers tailor the right deal for you. Our M&A experience includes the spectrum of negotiated mergers, acquisitions and divestitures. We help you navigate the many legal and regulatory issues involved with mergers and acquisitions including structuring the transactions, assisting with financing, negotiating and documenting the transaction and compliance with filing obligations and substantive approval requirements.
Mergers and acquisitions of companies with assets and sales in more than one country can pose enormous legal complexities. Because Squire Sanders has full-service offices in key cities throughout the Americas, Asia and Europe, we can assist you with a deal in your resident country or in a cross-border transaction. Our lawyers provide you with solid, comprehensive experience in providing professional services for multicountry business combinations.
Effectively managing the intricate legal issues of your M&A transactions requires specialized, transnational legal expertise. Following are some examples of how Squire Sanders assists clients to manage their business growth:
- Advising on the US$5 billion merger that created one of the United States' largest energy providers.
- Advising on the US$2.5 billion acquisition of an aircraft systems manufacturer by a major US aerospace engineering company.
- Representing a specialty chemicals producer in its EUR1.2 billion asset acquisition of the subsidiary of a German metals maker, and the subsequent sale of a portion of the assets to another chemicals producer for approximately US$520 million.
- Advising on leveraged acquisitions by a private equity firm with funds of US$145 million and US$350 million.
- Representing a fully-integrated, self-administered and self-managed real estate investment trust in an acquisition valued at US$152 million.
- Representing a diversified financial holding company in an acquisition valued at US$42 million.
- Representing the Committee of Enron Unsecured Creditors in the US$85.18 million asset acquisition of six wind power projects in California by a leading clean energy provider.
PRIVATE EQUITY
Squire Sanders brings significant experience to structuring private equity funds, managing the private equity fund offering process, and representing funds in their initial and follow-on investments in portfolio companies. We have structured funds in jurisdictions around the world, using our international tax expertise to develop innovative entity structures designed to achieve maximum tax efficiency for investors and fund sponsors.
Squire Sanders has played a significant role in forming and closing private equity deals worldwide. Some of our standout transactions include:
- Representing a major money center bank in creating a US real estate opportunity fund, with multiple investment entry points to provide a tax-efficient investment opportunity for investors around the world.
- Assisting a New York-based investment firm in creating the first fund in the Czech Republic. Our lawyers provided comprehensive legal counsel on tax planning, corporate structuring, ERISA, securities law compliance and the purchase of interest in Czech companies.
- Representing a US bank in designing, negotiating and documenting a fund for making an Islamic law-compliant investment in a US equipment leasing portfolio company.
- Serving as counsel to an international telecommunications company in the largest European cable company telephony acquisition since our client's earlier investment in a German cable company in 2001. The ¿1.5 billion deal created Europe's largest Triple Play Platform through which more than 1.5 million households subscribe to cable TV, Internet or telephony.
- Representing a UK-based hotel development and franchise company in obtaining equity and debt funding to open 30 hotels in the United Kingdom and Ireland. The UK franchise was launched by its parent company in early 2002.
- Representing a group of private equity investors in raising US$70 million to acquire a minority interest in the second largest cable network in France from a French media company.
SECURITIES LAW COMPLIANCE
A maze of federal and state securities laws confront US public companies. Squire Sanders securities lawyers have the knowledge and experience to advise public company clients on these compliance requirements ¿ whether they originate with the Securities and Exchange Commission, the New York Stock Exchange, the Nasdaq Stock Market or other securities exchanges in the United States and abroad. The range of our expertise extends from assisting companies with required reporting under SEC rules to advising NYSE and Nasdaq-traded companies on new Sarbanes-Oxley requirements. Our clients include newly emerging enterprises, midsized firms and Fortune 200 companies.
On behalf of our public company clients, our securities lawyers:
- Design internal systems to simplify periodic SEC reporting by routinely capturing information relevant to reporting obligations
- Provide mechanisms for alerting senior management to potentially disclosable events or developments
- Offer guidance on sensitive disclosure issues
- Assist in crafting the required transparency in management's discussion and analysis of financial condition and results of operation (MD&A)
- Counsel on development and implementation of policies and procedures to deal with the purchase and sale of securities by company insiders
- Ensure compliance with SEC rules governing short-swing transactions, including compliance by directors and executives with reporting requirements under Section 16 of the Securities Exchange Act
- Advise boards of directors and special committees of boards during the course of internal investigations of suspected or actual improprieties
- Plan and implement comprehensive takeover defense plans, and director and officer indemnification arrangements
- Represent public companies in the context of specific takeover threats, proxy contests and unsolicited shareholder proposals
- Advise on compliance with securities laws, regulations and stock exchange rules applicable in specific jurisdictions outside the United States
TAKEOVERS & PROXY CONTESTS
Squire Sanders' representation in takeovers and proxy contests is an outgrowth of the firm's legacy of assisting the leading entities of the day with their core business problems. The experience evolved from through the representation of corporations, management, officers, inside and outside directors, special litigation committees, and majority and dissenting shareholders in scores of disputes. This broad experience allows us to see both sides of a situation and to anticipate adversarial moves to an unusual degree.
Squire Sanders' takeover representations have included nearly every conceivable type of client, position, and event, both in the United States and abroad, including substantial counseling with government agencies. Our lawyers are experienced counselors and strategists in both tender offers and proxy contests, as well as in devising appropriate defenses for corporate clients.
Squire Sanders has been on the cutting edge of the takeover practice for many years, developing a number of key concepts and practices in the tender offer world. Using an approach not limited to the conventional, and armed with intimate knowledge and expertise in these matters, we are able to fight the next war, not the last one. While many law firms are adept at following the latest strategies, very few are capable of creative initiative. Our record of success places us firmly among the latter.
The firm is frequently called upon to defend corporations, corporate officers, and corporate directors in shareholder derivative and class action litigation. Our lawyers also offer strategic advice when such disputes are imminent. During the past five years, Squire Sanders lawyers have assisted numerous Fortune 500 companies in resolving substantial claims, both in court and out. Our detailed understanding of corporate fiduciary duty issues, honed through years of involvement in and resolution of intracorporate conflicts, has enabled us to achieve an impressive record in resolving these difficult matters to our clients' satisfaction.
Disputes in the takeover and securities areas require a high degree of expertise and sophistication if the client is to avoid costly missteps. One of the challenges in these matters is that they arise in the midst of other events when company personnel may have unrelated pressing commitments. Squire Sanders has a large pool of trained lawyers and support staff, enabling us to respond to emergencies on short notice. The broad experience of the firm enables our lawyers to handle these complex and often delicate matters with minimal disruption to our client's business while achieving the best result in the most efficient manner.
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