Practice Areas & Industries: Strasburger & Price, LLP

Practice/Industry Group Overview

Strasburger & Price, LLP's corporate and securities practice provides a broad range of services for business clients in securities law matters, merger, acquisition and divestiture transactions, and general business matters. In addition to representation as special counsel with respect to specific transactions, the firm serves as general counsel for businesses ranging in size from those in their initial development stage to stock exchange listed companies.

In the representation of business entities, our corporate and securities attorneys frequently team with other members in the firm who are specialists in areas such as tax, intellectual property, environmental law, labor and employment, and ERISA, as required to cover all aspects of the particular transaction.

Services Available

ACQUISITIONS AND DIVESTITURES

Strasburger corporate attorneys regularly handle mergers, and stock and asset acquisitions and dispositions, for public and private clients, including the related transaction tax and structure planning. Typical transactions range in size from $5 million to $500 million and have involved industries as varied as dairy processing, healthcare, oil and gas production, building materials, computer software and aviation support. Representative transactions over the past two years include:

• Representing the second largest dairy processor in the United States in numerous acquisitions and dispositions of dairy processing and treatment facilities in transactions involving over $1 billion.
• Representing a NYSE oil field service company in its successful acquisition of the operating assets of five suppliers as the client effectuated a strategy to vertically integrate and expand its production capabilities.
• Representing a Nasdaq health care company in connection with its purchases of multiple hospitals.
• Representing a NYSE oil field service holding company in multiple asset acquisitions totaling in excess of $200 million.
• Representing a financial services company in an acquisition of private label credit card programs from a subsidiary of an international financial services company, which also involved significant issues relating to deconversion of data to a proprietary software system.
• Representing an equipment manufacturer in a corporate reorganization that formed a publicly held holding company and spun-off operating divisions to separate subsidiaries for tax and liability reasons. We also represented the company in nine acquisition and divestiture transactions, including forming a joint venture and acquiring refractory-related businesses in Mexico, divesting European equipment manufacturing assets, and liquidating in multiple steps $100 million of assets and joint venture interests to its Japanese partner in a heavy construction equipment manufacturing business.
• Acting as counsel on an exchange of shares of stock (including stock owned by an ESOP) in a semiconductor equipment manufacturer for shares in a Netherlands semiconductor company preparing for an IPO.
• Representing various independent oil and gas companies in numerous acquisitions and dispositions of oil and gas properties, including the sale of $425 million of producing properties and subsequent joint development agreement with the purchaser.
• Representing a NYSE company in the public offering of 2,175,000 shares of common stock with an initial price to the public of $105 million.
• Representing a Nasdaq company in its tender offer for $130 million of Senior Notes and the sale under Rule 144A of $160 million of Senior Notes.
• Representing a Nasdaq computer company in a number of acquisitions of computer product and information technology companies.
• Acting as co-counsel in connection with the affiliation of two major health systems, including obtaining federal and state antitrust approvals.
• Representing a leading developer and servicer of insurance claims processing software in connection with their merger with and into a multinational insurance conglomerate.
• Representing the shareholders of a multi-location airport fixed base operator (FBO) in connection with the sale of all of the FBO's capital stock for over $200 million.
• Representing a client in a Delaware Bankruptcy Court approved "363 sale" acquisition of the operating assets, including a South Carolina manufacturing facility, of a major customer of the client.

SECURITIES TRANSACTIONS

Public -- Strasburger represents publicly traded clients, and our lawyers have experience with initial public and secondary offerings of debt and equity securities for Nasdaq National Market, New York Stock Exchange, and American Stock Exchange listed companies.

Private -- We routinely counsel clients in connection with Regulation D and other private offerings of equity and debt securities.

Going Private Transactions -- We have assisted publicly traded companies in connection with their efforts to become private companies, including the preparation of required securities filings.

CORPORATE GOVERNANCE AND SARBANES-OXLEY COUNSELING

We regularly advise boards of directors and board committees on a wide variety of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act of 2002. We have also counseled several clients in connection with voluntary disclosures under a variety of federal and state statutes. Examples of areas in which we counsel boards of directors and board committees include:

• Board composition and structure
• Board committee formation and operation
• Fiduciary duties of officers and directors
• Shareholder derivative actions
• Stock exchange listing and reporting requirements
• SEC reporting and public disclosure requirements
• Proxy statements and shareholder meetings
• Bankruptcy and insolvency issues
• Internal and SEC investigations
• Compensation and employee benefits
• Employment law issues

ENTITY FORMATION AND PLANNING

In consultation with our tax group, we organize joint ventures, general and limited partnerships, limited liability companies and other entity forms, as well as regular and non-profit corporations, for clients of all sizes.

CONTRACTS

Our practice includes advising clients ranging from Fortune 50 companies to individuals in a wide range of contract matters. We regularly negotiate and document supply, distribution, service, transportation and logistics, employment, license, consulting and other agreements.

COMPANY POLICIES AND PROCEDURES

We work closely with our clients to develop internal policies and procedures for record retention, corporate credit, import and export compliance and labor relations. Selected engagements include:

• Developing a record retention policy for a privately held multinational electronics corporation.
• Preparing corporate credit policies for manufacturers of control systems, building materials and other products.
• Implementing foreign trade compliance policies and programs for companies engaged in international trade and commerce.
• Drafting employee handbooks, including policies and procedures, for organizations of all sizes.

Clients:
ARMtech Incorporated , Atwood Oceanics, Inc. , Chicago Title Insurance Corporation, Covenant Health System, DDB Needham Worldwide, Inc., Executive Air Support, Inc., FFE Transportation Services, Inc. , GulfMark Offshore, Inc., Hanson Aggregates, Inc., Horizon Health Corporation, INVISTA S.à r.l., JPMorgan Chase Bank , Lehman Commercial Paper Inc. , Lone Star Steakhouse & Saloon, Inc., Lone Star Technologies, Inc., MBIA , National Dairy Holdings, LP , Oil States International, Inc., Royale Energy, Inc., Saint-Gobain Corporation , Valero Energy Corporation