One of the key areas of the Firm’s legal work is tied to structuring foreign direct investments and organizing corporate establishments and reorganizations. The attorneys of the Firm have acted recently for several international investors to identify the optimal tax and regulatory structure for their operations in the real estate sector. The corporate advisory capacity is usually closely linked with general civil law advice, together with related employment, insurance and environmental legal assessment tasks.
The Firm offers significant expertise in structuring domestic or cross-border mergers and acquisition transactions and have first rate industry knowledge on real estate and financial sector related acquisitions, mergers and reorganizations. In addition, the Firm provides advice on corporate and securities law in the solution of a series of transactional problems involving typical steps in business formation and rearrangement. The problems regularly addressed include the formation of a closely held share or business interest company; the transition to public ownership of a corporation; executive compensation arrangements; the purchase and sale of a business or shares; and corporate mergers, tender offers, and other types of combination transactions. The attorneys of the Firm are frequently involved in advising on buyouts of publicly held companies by private equity firms with the participation of the company’s management or by controlling shareholders, including representation in respect of conflict of interest issues.
Finally, the lawyers of the Firm fully understand the legal principles applicable to a series of interesting, complex entrepreneurial transactions, utilizing venture capital or private equity financing, including
- a new business start up;
- a growth equity investment in an existing business enterprise;
- a leveraged buyout of a private or a public company (including a going-private transaction);
- use of a flow-through tax entities for a variety of venture capital or private equity financed transactions;
- a restructuring of an existing enterprise to provide better incentives to key executives;
- devising an equity-based executive compensation program;
- a restructuring or workout (in or out of bankruptcy) for the troubled over-leveraged enterprise;
- devising an exit scenario for the successful venture capital or private equity financed enterprise (such as IPO, or sale of the company);
- utilizing NOL of a troubled company after a venture capital or LBO deal; and
- forming a new venture capital, LBO, or private equity fund. The Firm provides advice on practical structuring issues (including use of common and preferred stocks, convertible debentures and convertible preferred, warrants, and options) relevant to entrepreneurial transactions.
In addition, the Firm’s lawyers are aware of and able to advise on the broad business objectives and parameters when charged with structuring, negotiating, and concluding deals that best meet client needs while taking into consideration the constraints informed by differing positions of negotiation leverage.
