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Public Company Representation
SEC Reporting Compliance
Our attorneys regularly advise public companies on all aspects of their ongoing Securities and Exchange Commission compliance. We assist our clients with the preparation of periodic reports, current reports and proxy statements mandated by the Securities Exchange Act of 1934. We also have extensive experience counseling clients regarding Section 16 reporting issues and ongoing NYSE and NASDAQ compliance matters.
Corporate Governance
Dow Lohnes attorneys advise public and closely-held companies of all sizes on day-to-day operations as well as strategic corporate initiatives, corporate governance issues and compliance standards, including those mandated by the Sarbanes-Oxley Act of 2002, NYSE and NASDAQ listing requirements and Securities Exchange Commission rules. Our expertise includes Audit Committee and Compensation Committee considerations, new equity compensation plan and MD&A disclosures, insider trading issues, and negotiating executive compensation agreements and handling employee benefits issues. We tailor our counsel to each client's needs. For some companies, we act as sole legal counsel, giving practical advice on day-to-day operations. In other cases, we serve as an adjunct to in-house legal departments, advising clients in highly specialized areas of the law. Whatever our clients' needs, our representation is always comprehensive and focused on achieving the right results.
Public and Private Financing
We have significant experience in assisting companies in all phases of the corporate life cycle, from formation and early-stage capital raising, to going public and meeting public company reporting and ownership requirements. We provide a full range of services for issuers in initial public offerings, follow-on offerings, investment-grade, high-yield and convertible debt offerings, PIPE transactions, 144A, Regulation S and private placements, with the depth and breadth to handle the most complex and extremely time sensitive matters. We maintain a very strong working relationship with the Securities and Exchange Commission, which enables us to effectively and efficiently take clients through the SEC review process.
Dow Lohnes’s lending practice offers our clients all of the key ingredients for effective representation in lending transactions. We have a long record of experience representing both borrowers and lenders. At the core of our practice are attorneys with many years of experience with the various credit products, deal structures, issues and alternatives in today’s marketplace. Our structured finance lawyers help clients utilize a wide range of assets, including receivables, inventory, real estate, aircraft leases, intellectual property, bank loans and debt and equity securities, including highly technical transactions such as interest rate SWAPs and other derivatives.
Executive Compensation
Our attorneys counsel corporate and individual clients on employee benefits, ERISA and executive compensation matters, including executive compensation disclosure matters. We are often engaged to design and implement executive compensation plans and to offer expertise on a wide variety of benefits plans, including tax-qualified pension and profit-sharing plans, stock-option plans, employee stock ownership plans, executive and employee incentive arrangements, employment contracts and employee welfare benefit plans, as well as matters arising under ERISA, the federal securities laws and the Internal Revenue Code.
Going Private Transactions
Dow Lohnes attorneys counsel parties in connection with the structuring and implementation of going private transactions. These matters often involve multi-party negotiations among the controlling shareholders, management, finance partners (often private equity or leveraged buyout firms) and bank lenders. They also involve negotiations between the controlling shareholders or acquiring group, on the one hand, and the board of directors of the target company or a Special Committee of the board, acting on behalf of the public shareholders, on the other hand. Our attorneys are able to advise and assist our clients on all aspects of going private transactions, including the unique and complex issues under state corporate and fiduciary laws and the preparation and filing of all documents required to comply with SEC disclosure requirements. Our attorneys in this area also work closely with attorneys in our Litigation practice in connection with going private transaction-related litigation, including appraisal proceedings and class action lawsuits. Recent transactions in which our attorneys represented one of the parties involved in a going private transaction included the following:
- Our attorneys represented the founding and controlling shareholders of Insight Communications, a major cable operator, in connection with their negotiations with The Carlyle Group, their private equity finance partner, and the acquiring group’s negotiations with the Special Committee of Insight Communications to acquire the minority interest of the public shareholders in a transaction valued at approximately $700 million.
- Our attorneys represented Cox Enterprises, Inc., the controlling shareholder of Cox Communications, Inc., a major cable operator, in connection with its negotiations with bank lenders and its negotiations with the Special Committee of Cox Communications to acquire the minority interest of the public shareholders in a transaction valued at $8.5 billion.
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Publications
August 2007:
The Corporate, Securities, and M&A Lawyer's Job: A Survival Guide
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