November 1, 2019
Entertainment & Law: Droit, Medias, Art, Culture, Vol. 3
Overview
Our attorneys understand our clients’ businesses and the day-to-day operational issues they face. We advise clients on the full range of business activities including securities, corporate governance, business structuring and counseling, mergers and acquisitions, and commercial financings. We prioritize our clients’ business objectives and our goal is to provide pragmatic solutions and personalized advice.
By leveraging our nearly 50 years of legal and market experience, we collaborate with clients to help navigate complex transactions. We use an integrated approach, working closely with lawyers in our other departments who specialize in antitrust, intellectual property, labor and employment, environmental, tax, real estate and other practices. Our clients are diverse and include public companies, private equity and investment firms, real estate developers, entrepreneurs, closely held family enterprises, healthcare and life sciences companies, and commercial banks.
Securities
We assist clients with all regulatory aspects of business transactions, compliance and securities matters. We deal extensively with the SEC, NYSE, FTC, banking regulators and FINRA. We assist our public company clients with preparing stockholder reports, annual disclosure and periodic reporting, public and private securities offerings, proxy solicitations and contests, class actions and officer and director claims. Services include:
- Acting as primary counsel to public and private companies of all sizes across a variety of industries as well as representing underwriters, advising on debt and equity financings, including IPOs, follow-on and rights offerings, and high-yield bond offerings, and significant corporate matters.
- Advising on regulatory and compliance requirements, including preparation of forms 10-K, 20-F, 40-F, 10-Q, 8-K and 6-K, proxy statements and proxy contests.
- Assisting clients with matters relating to Regulation FD and ongoing disclosure obligations.
- Assisting companies and compensation committees with matters relating to executive compensation.
- Advising shareholders, directors and officers on compliance with Section 16, Section 13, and Rule 144.
Corporate Governance
We advise companies and their management teams on best practices for complying with relevant and evolving laws and regulations including state corporate laws, federal laws and regulations, and regulations of securities exchanges. Our practice includes:
- Advising directors and executive officers on applicable rules and regulations and the fiduciary duties owed to shareholders.
- Preparing board and committee charters and codes of business conduct and ethics and advising clients on board composition and independence requirements.
- Assisting clients with responses to regulatory inquiries and investigations.
- Assisting with unsolicited stockholder offers and changes of control
- Advising on organizational document provisions relating to, among other things, limitation of liability, venue and indemnification.
Business Structuring & Counseling
We assist clients with the structuring and formation of corporations, limited liability companies and other business entities, including the preparation of limited liability company agreements, general and limited partnership agreements, shareholder agreements, buy-sell agreements, investors’ rights agreements, and joint venture arrangements. We guide investors and companies through the venture capital lifecycle, from startup to exit.
We also counsel clients on a broad range of business activities, including the preparation, negotiation and review of employment, distribution, licensing, nondisclosure, services, vendor and other agreements.
Mergers & Acquisitions
Our attorneys have combined decades of experience in all forms of public and privately-held merger and acquisition transactions including negotiated and unsolicited transactions, stock and asset purchases and sales, mergers, tender offers and leveraged buy-outs, “going private” transactions, divestitures and spinoffs, consolidations and roll-ups, management buy-outs, joint ventures and corporate recapitalizations, reorganizations and restructurings.
In addition to representing clients in connection with the expansion of their businesses, we also represent private equity and other financial and strategic buyers and sellers of family-owned and other privately owned companies.
Commercial Financings
We represent commercial lenders and borrowers with lending activities. Our clients include major and local commercial banks, savings institutions, finance companies and other lenders, along with borrowers in a variety of industries. Our attorneys have experience in all aspects of commercial finance transactions, including:
- Assisting clients in structuring, negotiating, documenting, closing and managing credit facilities.
- Assisting credit provider and borrower clients in distressed debt scenarios.
- Evaluating credit risks based on an analysis of real estate, bankruptcy, securities, corporate and alternative entity, tax, and intellectual property issues.
- Advising on regulatory compliance.
- Preparation and registration of required security documentation and perfection of security interests.
What Our Clients Say
Notable Experience
- Represented BBX Capital Corporation (parent company for IT’SUGAR, Hoffman’s Chocolates, and formerly Bluegreen Vacations Corporation, among others) and its various subsidiaries in diverse corporate transactions including:
- Multiple spin-offs of its subsidiaries into separate, publicly-traded companies
- An initial public offering (IPO) of common stock on the New York Stock Exchange
- A statutory short-form merger under Florida law
- The sale of a NYSE-listed company in an all-cash merger
- Asset purchases and related acquisition financing
- Multiple tender offers to purchase shares of its Class A Common Stock
- Represented human source plasma company ImmunoTek Bio Centers in various corporate transactions including:
- Over 25 sales of plasma collection centers structured as asset deals to a strategic buyers in the past 5 years. These centers held strategic importance for the buyers and the sales were structured to meet operational needs and FDA regulatory requirements.
- A preferred stock-based recapitalization transaction with a private equity sponsored investment group acquiring preferred and common equity interests
- A joint venture collaboration with a large international biopharmaceutical company for the development and operation of 21 plasma collection centers with put and call options for dispositions of the centers after a period of time
- A triparty agreement to (1) establish and operate a specialty plasma collection center operation and (2) develop, manufacture, and conduct clinical trials for a potential plasma-derived covid-19 therapy.
- Represented Gencom, a U.S.-based investment firm that owns, operates and luxury hotels, resorts and branded residential properties around the world, in diverse corporate transactions including:
- Multiple holding company recapitalizations and hotel refinancings and acquisitions
- The negotiation of a joint venture with a public REIT
- A preferred equity investment from a public REIT
- Representation of an affiliate with a preferred equity investment from a public REIT
- Representation of an affiliate in a merger of “co-equals” with a subsequent recapitalization and reorganization. After the merger transaction, the combined hotel management business became the third largest independently managed hotel management company in the U.S.
- Represented Bayview private equity fund in a number of corporate transactions including:
- In its participation with a consortium of institutional investors in an acquisition
- In multiple PIPE transactions
- In connection with a spinoff and reorganization of its ownership structure
- Investment transactions
- Represented members of the Feldenkreis family in the merger taking Perry Ellis International, Inc. private. We also acted as Florida local counsel for Feldenkreis Holdings LLC and its members during and after the going private transaction, including in connection with the financing of the transaction.
- Represented TotalBank in the merger of TotalBank with and into City National Bank of Florida. As a result of the acquisition, City National Bank became the third-largest Florida-based bank with nearly $14 billion in assets.
- Represented BPD (formerly Brown Parker & DeMarinis Advertising), a Florida-based hospital and health system marketing agency, and its founder, Jason Brown, in connection with a recapitalization and strategic investment from WindRose Health Investors LLC, a New York-based healthcare private equity firm. Jason Brown and the BPD management team continue to lead BPD and remain significant equity-holders in the company. We continue to provide general corporate services to BPD.
- Represented Addison Capital Partners in numerous platform and follow-on acquisitions of portfolio companies including acquisitions of various businesses in the production of specialty chemicals, silicones and polymers; specialty electronics manufacturing companies; and a vertically integrated designer and manufacturer of highly engineered custom cutting tools.
