Davis & Gilbert LLP

  • Established in 1906
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Corporate

Davis & Gilbert’s corporate attorneys make sure to know not just the law – but to know our clients’ businesses as well. Our understanding of the business intricacies and strategic needs of our clients enables us to provide effective, efficient, value added advice with respect to the wide range of transactional, entrepreneurial and corporate matters that affect our clients. Through our close client relationships, we are able to anticipate and avoid potential issues before they materialize. In this way, we contain costs and help clients achieve a seamless progression toward meeting their business goals.

THE DAVIS & GILBERT ADVANTAGE
Our extensive representation of global holding companies has made us experts and innovators in complex mergers and acquisitions, financings, joint ventures and strategic alliances. Due to our vast experience in representing service companies, we also are at the forefront of developments in “earn-out” transactions, having structured and advised on hundreds of these transactions in recent years, on behalf of both sellers and purchasers.

OUR CLIENTS
While we may be best known for our extensive client list in the marketing communications industry, Davis & Gilbert corporate attorneys represent companies in a diverse range of fields, including financial institutions, software development companies, apparel manufacturers, food distributors, cosmetics companies, restaurant chains and medical labs. The size of our clients also run the gamut from large multinational corporations to mid-size companies to small partnerships, start-up businesses and individual investors, executives and sole proprietorships.

OUR PRACTICE
In addition to our mergers and acquisition practice, Davis & Gilbert corporate attorneys have expertise in debt and equity financings and securities offerings, corporate governance, SEC compliance, shareholder and partnership agreements, LLC operating agreements, employment and consulting agreements, non-competition and confidentiality agreements, licensing agreements and corporate tax issues. We also have experience with insolvency and bankruptcy matters, and regularly are involved in international transactions, having overseen acquisitions and joint ventures in countries throughout Europe and in Asia, South America, Africa and Australia.

For many of the smaller companies we represent, we engage in corporate coaching, essentially helping to groom these companies for their eventual merger or sale. We work with these companies to assess their business organization, legal arrangements and operational controls, and then assist in their transformation into more efficient organizations and thus more attractive prospects for future investment or sale.

REPRESENTATIVE ENGAGEMENTS

ACQUISITIONS
The core of Davis & Gilbert's corporate practice is in mergers and acquisitions. For over 20 years, we have represented WPP Group plc in virtually all of its acquisitions and strategic investments in North America and South America.

  • Acquisition of 24/7 Real Media, Inc.
     
  • Acquisition of 100% of the issued and outstanding capital stock of Schematic, Inc., a leading interactive design, development and technology company
     
  • Investment in HDT Holdings Technologies Inc., one of China's leading rich media advertising and technology companies
     
  • Acquisition of 100% of the issued and outstanding capital stock of Blast Radius Inc.
     
  • Acquisition of Grey Global Group
     
  • Minority equity interest in The Weinstein Company, a first-of-a-kind arrangement between Hollywood and a global marketing and communications services company
     
  • Acquisition of Public Strategies, Inc.
     
  • Minority equity interest in online game publisher, Wild Tangent
     
  • Minority equity interest in social networking site, LiveWorld
     
  • Minority equity interest in Spot Runner, a web-based commercial production, media planning and media buying services company
     
  • Acquisition of Young & Rubicam Group, including Y&R Advertising, Burson-Marsteller, Landor, Wunderman, Cohn & Wolfe and Sudler & Hennessey -- the largest advertising industry transaction to date
     
  • Acquisition of Penn, Schoen and Berland, a prominent Washington-based public relations and polling firm
     
  • Acquisition of Quinn Gillespie & Associates, a prominent Washington lobbying firm
     
  • Minority equity interest in Media Rights Capital II, L.P., a Hollywood investment vehicle which was partially formed by the principals of The Endeavor Agency

Since its formation in the mid 1980s, Davis & Gilbert has represented Omnicom Group and its wholly-owned subsidiaries in numerous transactions.

  • Acquisition of IPSH!Net, Inc., a mobile marketing company
     
  • Acquisition of 51% of EVB, LLC an experiential and digital media company
     
  • Acquisition of Luntz Maslansky Strategic Research LLC, a prominent strategic communications and market research firm
     
  • Acquisition of The Washington Group, Inc., a government relations and lobbying firm
     
  • Subscription for and purchase of 6,363,636 Series A Units of Millions of Us LLC, resulting in a 18.5% stake in Millions of Us LLC
     
  • Purchase of substantially all of the assets of The Kern Organization, Inc., a direct marketing agency, and recently named one of Inc.'s 500 Fastest Growing Private Companies in America
     
  • Acquisition of Access Public Relations, LLC, the fifth largest U.S. technology public relations firm
     
  • Acquisition of Signature Graphics Inc., a designer, manufacturer and distributor of large format graphics and related marketing and advertising solutions to businesses that operate vehicle fleets and other businesses
     
  • Acquisition of Sterling Consulting Group, Inc., a package design and brand consulting company
     
  • Acquisition of The Eleven Agency, LLC, a field marketing communications agency
     
  • Acquisition of Organic, Inc., a digital services firm
     
  • Acquisition of The Ant Farm, LLC, a movie trailer production company
     
  • Acquisition of Dieste & Partners, Inc., a leading Hispanic advertising company

In addition, we are continually engaged in acquisitions for a wide range of media, marketing and other companies, private and public, domestic and international.

  • Dentsu Holdings USA, Inc. in its purchase of 100% of the issued and outstanding capital stock of Attik Inc. and Attik Group Limited
     
  • Saatchi & Saatchi X, a subsidiary of Publicis Groupe, in connection with its acquisition of Act Now Productions, LLC
     
  • Publicis Groupe in connection with the structuring of its equity ownership interest in and financing of Honeyshed, LLC, the developer and operator of the state of the art website "honeyshed.com,"
     
  • Incomm Holdings, Inc. in the acquisition of companies in the stored-value gift card and pre-paid card industry
     
  • NATIXIS, a French bank, in the purchase of mortgage banking operations
     
  • The owners of dodgeball.com in the sale of their business to Google Inc
     
  • Quick International Courier in its acquisition of Sureway, a subsidiary of GDS
     
  • B. Robinson Optical, a manufacturer/distributor of fashion eyewear, in the acquisition of its KATA line of eyewear
     
  • A private investor group in the purchase of Natural History Magazine assets from the Museum of Natural History
     
  • Cossette Communication Group Inc., a Canadian public company, in the acquisition of Tarsitano Creative Inc., a direct marketing company
     
  • Maxxcom Inc., a Canadian holding company, in connection with its acquisition of a 49% interest in Crispin Porter & Bogusky, an advertising agency
     
  • The MacManus Group in its business combination with Leo Burnett and the formation of Bcom3 Group, Inc., the fourth largest advertising agency holding company at the time
     
  • Avenue A, Inc., an interactive services firm, in the acquisition of i-frontier, Corp.
     
  • K Media Inc., a Korean language television, radio and publishing company, in the acquisition of television and radio station properties in the New York City metropolitan area and in related private equity capital and senior debt financings
     
  • Incepta Group plc in the acquisition via merger of Sard Verbinnen & Co., Inc., a leading financial public relations firm

SALES

Davis & Gilbert also frequently handles the sale side of transactions, representing individual sellers and corporations divesting business units.

  • Hudson Energy Services LLC in connection with the sale of a controlling interest to Lake Capital
     
  • Medialink Worldwide, a public company, in connection with the sale of its Delahaye research unit to Bacon's Information, Inc.
     
  • Switzer Communications, Inc. in connection with its sale to Ruder Finn, Inc., one of the largest privately-held, independent public relations firms
     
  • Sunburst Communications, an educational publisher, in its sale to Houghton Mifflin
     
  • GSO/Davis, Inc. in connection with the sale of substantially all of its assets to Allen & Gerritsen, Inc.
     
  • Arkin-Medo, Inc., a photographic and graphic arts products supplier, in connection with its sale to Enovation Graphic Systems, Inc.
     
  • Earle Palmer Brown LLC in connection with the sale of certain assets to a subsidiary of Arnold Worldwide
     
  • Sunburst Technology Corp. in connection with the sale of education video assets to Global Video LLC
     
  • Kratz & Jensen Inc. in connection with the sale of its capital stock to Magnet Communications LLC, a subsidiary of Havas Advertising, S.A.
     
  • Sanchez & Levitan, Inc. in connection with its sale to Publicis USA Holdings, Inc.
     
  • DeVries Public Relations, Ltd. in connection with its sale of assets to The Interpublic Group of Companies
     
  • Mortgage Risk Assessment Corporation in connection with the sale of its business to Basis 100, a Canadian public company
     
  • Individuals in the sale of their photo archive to Corbis, the digital imaging/stock photography company
     
  • Seal Dynamics, Inc., a worldwide supplier and manufacturer of aircraft and industrial parts in connection with the sale of a majority interest to HEICO Corporation

NEW VENTURES

  • The Kantar Group, one of the world's largest research networks, in its joint venture with AARP Services to provide research and advisory services focused on the 50+ consumer
     
  • Cooper Hill Partners, a fund sponsored by JP Morgan Chase Bank, in the investment of private equity capital into several early and development stage biotechnology, pharmaceutical and healthcare industry companies
     
  • Publicis Groupe in connection with the formation and financing of Honeyshed, a branded content website
     
  • Elias Arts in connection with the creation of a sound design joint venture with SoundStorm, Inc
     
  • Giuliani Partners, a group led by The Honorable Rudolph W. Giuliani and various other senior New York City officials, in the organization and development of a management consulting and investment venture with a global financial services institution

FINANCINGS & SECURITIZATIONS

  • WPP Finance (UK), an affiliate of WPP Group plc, in connection with a US$650 million Note offering
     
  • A global commercial and investment bank in providing working capital and other financing to distressed mortgage loan originators
     
  • A large multinational company in structuring a receivables-based securitization facility.
     
  • A mid-size roll-up in the marketing communications industry in a complex debt-for-equity swap and restructuring of earn-out obligations
     
  • Omnicom Media Group Holdings, as lender, in creating a secured credit facility involving security and subordination provisions to finance borrower's specialized barter transactions
     
  • Bouley International LLC in a complex debt restructuring, private equity financing, joint venture and real estate development project relating to existing Bouley restaurant operations and the development of a new luxury hotel, two signature restaurants and a world-class cooking school
     
  • A mid-size roll-up in the advertising industry as borrower in a $50 million asset-backed revolving credit facility
     
  • One of the largest global providers of payment solutions in a $1 billion credit facility
     
  • Carey International, provider of limousine and other transportation services, in connection with various debt and equity facilities

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Peer Reviews

4.8/5.0 (38 reviews)
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Diversity

 

DIVERSITY
OUR COMMITMENT TO DIVERSITY
 
The firm recognizes the need to strategically position itself to recruit and retain the best and brightest
people and bring the widest range of ideas, experiences and approaches to bear on the issues facing its clients. The firm has an active Diversity Committee and is committed to ensuring that diversity manifests within the firm:
 
·         In the respectful and collegial way we treat each other, our clients and members of the
            community;
·         In hiring without regard to age, race, gender, sexual orientation, gender identity or expression, religion, national origin, or disability;
·         In facilitating career development;
·         In the options we create to help balance work requirements and family commitments;
·         In the way we make our workplace more interesting and enjoyable because different talents and perspectives stimulate our thinking; and
·         In the way we examine everything we do.
 
OUR GOALS
Davis & Gilbert’s Diversity Committee is itself diverse and includes male and female attorneys of
different races, religions, national origins and sexual orientations. The Committee also comprises full and part-time attorneys of all seniority levels and from various practice groups. Its mandate is to review the firm’s existing diversity practices and recommend specific, realistic strategies and policies for enhancing and strengthening the firm’s diversity efforts. The co-chair of the Committee serves on the firm’s Management Committee, and his active and ongoing participation ensures a commitment by senior-level firm management to continued progress in cultivating a diverse workplace.
 
OUR FOCUS
The Diversity Committee meets regularly to discuss both industry and firm initiatives, to consult with diversity experts, and to implement plans that will promote diversity goals. The Committee’s work focuses on such areas as:
·         Recruiting Talent: Increasing opportunities to hire minority, women, LGBT and other diverse attorneys.
·         Retaining Talent: - Facilitating access to clients, assigning matters, and supporting professional development opportunities, all in a fair manner, to ensure that all attorneys, including diverse attorneys, have an equal opportunity to thrive within the firm.
- Strengthening policies that allow for family-friendly work arrangements.
·         Coordinating Greater Community Outreach: Supporting and actively participating in key bar and legal associations, business organizations and community groups that are focused on specific diverse constituencies or general diversity goals.
 
OUR WOMEN’S INITIATIVE
Davis & Gilbert has an ongoing Women Attorneys’ Speaker Series during which prominent women attorneys speak to the firm’s women lawyers about their unique career paths, professional experiences and a variety of different topics including work-life balance, opportunities for flex-time arrangements, rainmaking and professional development. The program’s first speaker was a senior woman partner who has been with the firm for more than 50 years and who was a member of the firm’s Management Committee and a prior chair of the litigation department. Since then, we have had a number of female attorneys from both the public and private sectors present.
 
Davis & Gilbert retained Lauren Stiller Rikleen of the Bowditch Institute for Women’s Success and author of the book Ending the Gauntlet: Removing Barriers to Women’s Success in the Law to conduct three workshops for women counsel and associates. These workshops were designed to help women lawyers position themselves as a “go to” lawyer, generate business, cultivate mentoring relationships and balance work with family, and thereby achieve greater career success.
 
OUR DIVERSITY EVENTS
Davis & Gilbert has an ongoing commitment to educate our attorneys in the areas of diversity and inclusion. The firm has a “Lunch & Learn” series during which speakers present on a variety of diversity-related issues, laws and initiatives within both the legislature and the community at large.
 
OUR INVOLVEMENT
Davis & Gilbert encourages and supports attorney involvement in professional and community-based diversity organizations. Below are just a few examples of the many ways the firm and our attorneys participate in these organizations.
·         The firm is a member of the Minority Corporate Counsel Association’s Firm Affiliate Network,
pledging a commitment to MCCA’s 10 Basic Principles of diversity and inclusion, and
establishing a partnership with MCCA in order to advance the hiring, retention and promotion of
diverse attorneys. The firm uses the MCCA job board as a resource for diversity hiring, and
uses its resources and materials to facilitate the promotion of best practices in diversity. Our
attorneys have access to the career center, professional development initiatives and mentoring
opportunities available through MCCA.
·         One of our partners is the former Co-Chair of the Board and current Board member of the Empire State Pride Agenda (ESPA), a New York statewide civil rights organization committed to achieving equality and justice for lesbian, gay, bisexual and transgender (LGBT) New Yorkers and their families. Davis & Gilbert is a yearly sponsor of ESPA’s annual Fall Dinner fundraiser event.
·         Davis & Gilbert is a longstanding participant in the New York City Bar Association’s Minority Fellowship Program. The Fellowship Program is a highly competitive summer employment program that partners law firms, corporate law departments and government agencies with high-achieving first-year minority law students from New York City-area law schools.
·         Davis & Gilbert has been a supporter of the New York Women’s Foundation (NYWF) annual “Celebrating Women” breakfast. The NYWF helps low-income women and girls in the five boroughs achieve sustained economic security through expanded opportunities.
·         The firm has a long history of supporting Sakhi for South Asian Women, an organization
            devoted to combating domestic violence within the South Asian community in the
            New York metropolitan area. The firm provides both pro bono legal services
            and financial sponsorship and support to Sakhi and was honored at their
           2012 annual Gala as the first recipient of the newly-created Visionary Supporter award.
·         Davis & Gilbert sponsored a “Read-Aloud” program in conjunction with Learning Leaders, in a public school in Harlem. More than 30 lawyers visited the school to read to second graders and the firm donated numerous books, all for the purpose of exposing minority and other students to the legal profession.
·         For several years, Davis & Gilbert has partnered with the Justice Resource Center through their MENTOR program in the New York City-wide Moot Court/Mock Trial annual competition for high school students. The Justice Resource Center offers programs that educate students on the law, the legal process and the fundamental values upon which the law and legal process are based. Through the MENTOR program, our attorneys act as coaches and mentors to students from Murry Bergtraum High School, a public high school in lower Manhattan, introducing the students to the legal community and law-related professions and preparing the students to compete in the Moot Court Competition and the Mock Trial Competition.
 
OUR SUPPORTIVE WORKPLACE
Domestic Partner Medical Insurance: Davis & Gilbert provides domestic partner medical insurance benefits for all employees and their same sex partners.
Flex-Time: Davis & Gilbert provides family-friendly benefits and workplace policies that address such issues as flex-time employment, part-time employment, and primary and secondary caregiver leave following the birth or adoption of a child.
Mentoring: Davis & Gilbert has a mentoring program to increase communication and a sense of community among all attorneys. New associate hires are matched with senior attorneys or partners, to ensure that the new associate has a mentor to whom he or she can turn for guidance and support as the associate develops his or her legal career at the firm. For additional information on the firm’s commitment to diversity, please contact:
For additional information on the firm’s commitment to diversity, please contact:
Howard J. Rubin – Committee Co-Chair Jennifer Tafet Klausner – Committee Co-Chair
212.468.4822 212.468.4827
Angela Romina

 

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