Business Transactions

Practice Highlights

Clients seek our assistance on the wide range of corporate, securities, and tax practice matters listed below. Our firm received a top tier ranking for Securities/Capital Markets Law and Corporate Law in Best Lawyers "Best Law Firms" 2017.

General Corporate Law and Governance 

  • Delaware, Florida, and Georgia corporate law 
  • Delaware, Florida, and Georgia limited liability organization and partnerships
  • Board composition and election contests 
  • Review of shareholder proposals 
  • Board and board committee representation regarding fiduciary obligations 
  • Special investigations 
  • Foreign Corrupt Practices Act

Mergers and Acquisitions 

  • Public and private acquisitions 
  • Asset and stock purchase as well as merger transactions (direct, forward, and reverse triangular) 
  • Joint ventures 
  • Hostile takeovers and defenses such as poison pills 
  • Preparing companies to be acquired 
  • Hart-Scott-Rodino reporting

Securities Offerings 

  • Underwritten offerings (both issuer and underwriter) 
  • Secondary resale offerings 
  • PIPEs and roll-ups 
  • Tender offers 
  • REIT offerings (public and private)

Securities Compliance 

  • Securities Exchange Act of 1934 
  • State blue sky laws 
  • Compliance with Sarbanes-Oxley and Dodd-Frank Acts 
  • Assist with SEC and state investigations

Venture Capital 

  • Negotiated investments 
  • Private placements 
  • Fund formations

Tax General

  • Tax controversies 
  • Tax advantageous entity formation 
  • Mergers and acquisitions 
  • Spin-offs 
  • Corporate restructurings and recapitalizations 
  • Bankruptcies, workouts, and other capital restructurings 
  • Structured financings 
  • Debt, equity, and hybrid securities offerings

International Tax 

  • Planning for multinational corporations 
  • Inbound and outbound direct investment to the United States, Latin America, South America, and Europe 
  • International capital market transactions 
  • Cross-border securitizations
  • Pre-immigration tax planning 

Tax Exempt Organizations 

Representation of:

  • Chambers of commerce
  • Churches and religious institutions
  • Universities, schools, and other educational institutions
  • Hospitals and other health care organizations
  • Museums
  • Social welfare organizations
  • Sports organizations
  • Trade associations
  • The entire spectrum of grant-making organizations, from family and corporate foundations to community foundations

Key Matters 

  • Closed a $100 million purchase of preferred equities in a public REIT for our client (itself a public REIT)
  • Assisted a U.S. tech private equity fund in acquiring, from a South Africa-based company, a substantial equity interest in a Brazilian entity that provides platform solutions for e-commerce
  • Closed a $1.25 billion five-year credit facility
  • Assisted a waste remediation company in negotiating and closing $15 million of mezzanine financing (including warrants) and in restructuring the company from a Texas limited partnership into a Delaware subchapter S corporation
  • $7 billion merger between two telecom companies, including alternative merger agreements and joint proxy statement and related public securities registrations
  • $1 billion leveraged buyout of cell phone equipment provider 
  • $500 million worth of acquisitions by, and recapitalization of, an investment company and subsidiaries, including purchase and restructuring of operating companies and assets, senior credit facility, purchase of loan portfolios, and master debt financing facility 
  • $500 million acquisition by a NYSE-listed television broadcast company of another television broadcast company and its 15 network-affiliated television stations serving 13 television markets 
  • $190 million reorganization and related financings, assets sales, and acquisitions for a private financial services company 
  • $100 million tender offer for and acquisition by a NASDAQ-listed international apparel corporation of another apparel company 
  • Joint proxy statement and related public securities registrations for the $75 million merger of insurance and health software companies 
  • Representation of various companies in their issuances of private common and preferred stock, limited liability company interests, and limited partnership interests (over $1 billion in the aggregate)
  • $375 million in private placements of telecom company’s common stock 
  • $373 million secondary public offering of a staffing company’s common stock 
  • $135 million initial public offering of a digital manufacturing company’s common stock