Mergers & Acquisitions

• Representing a privately held insurance company in the acquisition of a publicly held insurance holding company and its subsidiaries through a reverse triangular merger.
• Representing a national bank in the formation of a joint venture involving one of its major operating subsidiaries through a bid process and the subsequent sale of the joint venture to the publicly held joint venture partner.
• Representing the buyer of a financially distressed, publicly held insurance holding company
• Representing a publicly held insurance holding company in the acquisitions of numerous insurance companies offering group and individual health insurance policies.
• Representing a publicly held insurance holding company with insurance subsidiaries offering specialty property and casualty insurance in the acquisition of several property and casualty insurance companies.
• Representing a publicly held insurance holding company in its sale to a publicly held company in a cash and stock transaction.
• Representing a publicly traded utility company in its auction and sale to a publicly held energy holding company in a reverse triangular merger.
• Representing a privately held company in buyouts of various joint venture partners.
• Representing privately held insurance companies in the disposition of subsidiaries to buyers acquiring the companies for their insurance licenses.
• Representing manufacturing companies in the acquisition of competitors in consolidating sectors through asset purchases and mergers.
• Representing a publicly held data and marketing company in the acquisition of several private companies through asset and stock purchases.
• Representing issuers in the private placement of limited partnership and limited liability company membership interests to acquire real estate and tax lien certificates.
• Advising start-up companies and maturing companies regarding actions to facilitate exit strategies.

Securities

• Representing a mutual insurance company in its conversion to a stock holding company and its initial public offering.
• Representing issuers in the public offering of several billion dollars of notes backed by credit card receivables, including preparing and filing with the SEC the Form S-3 shelf registration statements and prospectuses, responding to SEC comment letters, clearing SEC comments and going effective with the registration statements.
• Representing numerous companies in various industries in the preparation, filing and clearance through the SEC of Form S-1, S-3 and S-4 registration statements for initial public offerings of equity securities, shelf registration statements for equity and debt securities, trust preferred offerings and business combinations and form S-8 Registration Statements.
• Representing public companies in filings of 1934 Act reports with the SEC and SEC review of these reports, including proxy statements, Form 10-K, Form 10-Q, Form 8-K and Form 10-D.
• Advising public companies regarding SEC rules and regulations, including Regulation AB for asset backed securities.
• Representing a privately held company in the private placements of debt securities to acquire health care receivables.
• Representing publicly held companies in confidential filings with the SEC related to business combinations.

Corporate Governance

• Regularly advising Boards of Directors and Officers regarding their fiduciary duties and other corporate governance matters.
• Representing public and private companies in annual meetings of shareholders.
• Representing a newly formed national healthcare organization in the review and revision of charter documents for hundreds of subsidiaries in multiple jurisdictions.

General Corporate

• Representing issuers, developers, underwriters and governmental entities in the financing of specialized public private ventures and negotiating associated commercial contracts.
• Representing an underwriter in a complex financing for a biomedical research facility at a major university.
• Representing a start-up alternative energy and technology company in its formation, development and sale.
• Negotiating numerous commercial contracts, including joint venture agreements, manufacturing agreements, supply agreements, distribution agreements, sales contracts, marketing agreements, bailment agreements, supplier and vendor agreements, maintenance agreements and warranties for public and private companies in numerous industries and with governmental entities.
• Regularly advising public and private companies regarding corporate, partnership and limited liability company law.
• Representing public and private companies in complex internal reorganizations of subsidiaries and affiliates in multiple jurisdictions to facilitate corporate efficiencies and streamline operations.
• Advising and representing founders of start-up companies in the formation of their companies, negotiating agreements among founders, including shareholder agreements and buy-sell agreements, and negotiating the resolution of disputes among founders and buy-outs.