Providing comprehensive legal services to further our clients' goals
Foley Hoag’s Business Department provides comprehensive legal services to a broad range of clients. We develop relationships with our clients so we understand their business goals and challenges. This allows us to use our experience and legal skills to add value to our clients’ enterprises. We counsel corporate decision-makers, and support them in their efforts to enhance profitability and organizational effectiveness. We seek to achieve solutions that achieve our clients’ goals in a creative cost-effective manner, even when that means finding outcomes that do not fit conventional or established forms.
Our services address all aspects of our clients’ needs for business-oriented legal advice. Our lawyers regularly work with clients concerning matters arising in the ordinary course of business. These matters range from questions of organization and legal compliance, strategies for executive compensation, and distribution and financing. We also help our clients close large and small transactions. Increasingly in recent years, our work has involved multi-national issues for our clients with a global focus.
Our Business Department client-base is diverse. Our clients include established national and multi-national high technology and retail corporations traded on the New York Stock Exchange and on NASDAQ. We also work with institutional and venture capital investors, investment bankers, savings banks, and investment advisors. We have in-depth experience in high technology, energy, health care, banking, and retail industries.
Corporate Finance
The firm’s corporate finance practice has expanded rapidly in recent years. Representative transactions cover the full range of corporate finance practice. This includes:
- Private placements of debt and equity securities
- Secured and unsecured lending
- Public offerings
- Mergers and acquisitions
- Joint ventures and strategic alliances
- Management buy-outs
- Organization and financing of venture capital funds and investment partnerships
We also provide expert assistance to our corporate clients concerning compliance with federal and state securities laws; and we advise numerous investment advisors and their institutional clients. In assisting our corporate-finance clients in non-traditional transactions, we often develop new securities and unconventional financing structures—combining sophisticated tax strategies with creative corporate techniques.
We also advise on private placements of debt and equity securities for software, telecommunications and other high technology companies, retailers, and other corporate clients. In fact, we have negotiated and executed venture capital and private equity transactions for our clients for more than 25 years.
We are one of the leaders in New England in representing issuers in public offerings. Recent notable transactions include:
- $100 million-plus IPO for a healthcare software company following its leveraged recapitalization
- $34 million IPO for a developer of technology for high-speed telecommunications transmission systems company
- $42 million follow-on offering for a fast-growing catalog retailer
We also have relationships with numerous investment bankers and regularly represent them as lead underwriters in connection with public offerings.
Mergers and Acquisitions
In our mergers and acquisition practice, we represent a broad array of acquirers and target companies in all industries. Our practice focuses on negotiated transactions, with prices between $5 million and $500 million, but we regularly counsel clients in both larger and smaller transactions. Transactions include purchases and sales of public and private corporations, asset sales, divisional and product-line acquisitions and divestitures, management buyouts, leveraged acquisitions, and related acquisition financings. Recent transactions include:
- Sale of a public software company for more than $900 million of its acquirer’s stock
- Sale of a leading developer of CAD/CAM software to a French company for stock worth approximately $320 million
- Acquisition of a private manufacturer of equipment used in the manufacture of semiconductors and flat-panel displays for more than $150 million in stock
- Sale of a major energy service company to an out-of-state public utility for approximately $80 million in cash and stock
- Sale of a Scottish telecommunications equipment manufacturing company to a Massachusetts public company for over $100 million in stock
- Acquisition of a 49% interest in a South American paper and forestry business for more than $120 million
We have also structured and helped establish partnerships and limited liability companies for investment funds and operating businesses. These include numerous venture capital and other funds specializing in early- and later-stage investments in private securities. We regularly counsel these clients concerning their investments and fund activity. For our investment advisor clients, we have helped organize investment partnerships and other funds; and we have assisted in their compliance with applicable federal, state and foreign laws.
High Technology and Emerging Business
A continuing focus of the firm’s business practice is representation of high technology businesses and entrepreneurs creating new businesses. The firm counsels our clients concerning all aspects of the foundation, finance, growth and development of their businesses. These matters include:
- Corporate organization and structuring
- Intellectual property acquisitions and protection
- Technology development and joint ventures
- Licensing and distribution, both domestic and international
- Executive compensation
- Raising venture capital and other private debt and equity financings
- Initial public offerings and follow-on offerings
- Mergers and acquisitions
Our firm is unique among large law firms in the integration of its strong intellectual property practice with its general business practice. This gives us the ability to apply intellectual property expertise easily and thoroughly for the benefit of business clients. We use this valuable integration throughout our high technology practice—from our traditional strengths in software, telecommunications and healthcare technologies to more recently acquired expertise in the Internet, electronic commerce and biotechnology.
International Practice
The fastest growing component of our business practice is our international practice. Initially, the international practice primarily serviced the outbound needs of our regular corporate clients. In the last decade, it has grown into a full-service practice assisting Americans doing business abroad, as well as foreign nationals and businesses seeking to do business in the United States. Typical inbound and outbound transactions for our clients include establishment of subsidiaries and branches, acquisitions, strategic alliances, financings, and licensing and distribution arrangements.
Our broad network of international contacts enables us to obtain answers to legal and other business questions rapidly—in most jurisdictions throughout the world. Our membership in Lex Mundi, the largest international association of independent law firms in the world, gives us immediate and reliable access to the expertise of leading law firms in more than 155 countries. We regularly work with Lex Mundi members, as well as with numerous other correspondent firms abroad on our international matters.
