Dickstein Shapiro’s Corporate & Finance Practice focuses on middle-market transactions in selected industry sectors. Our clients and experience define “middle-market” deals as those generally having an aggregate transaction value in a range of $10-$500 million. Our attorneys focus on a number of industries, including alcoholic beverage, biotechnology, consumer goods and services, energy, government contracting, higher education, industrial, information and technology, manufacturing, media and communications, and real estate.
Our firm is a leader in providing sophisticated legal services to business entities of all types. The practice ranges from small, traditional transactions to large, highly complex transactions and provides a full range of corporate, finance, and transactional legal services to our clients. Regardless of the transaction or the client, we bring to the table our reputation as an innovative, effective, and efficient law firm. Service offerings include:
Dickstein Shapiro represents private equity firms in every aspect of their corporate legal needs. We are business-oriented advisors who stay focused on identifying and solving problems that facilitate and not impede client business and transaction objectives. Our practice helps clients maximize the benefit of transactions, minimize risk, and close deals quickly and efficiently. We also have a deep pool of business and capital source connections that round out our extensive experience and capabilities. The firm’s private equity team represents clients in all aspects of private equity transactions, including leveraged buyouts, management buyouts, going private transactions, spin-offs, recapitalizations, varied equity structures, layered debt facilities, and management incentives. We also have sophisticated practices in the areas of tax, lending, securities, executive compensation, environmental, and other specialties to handle the wide range of issues that can arise in private equity transactions. Dickstein Shapiro’s equity finance work for both investor and issuer clients also includes venture capital and similar early-stage transactions, as well as many forms of later-stage private equity capital formation.
Mergers and Acquisitions
The Corporate & Finance Practice has a proven track record of creating successful interdisciplinary teams to structure, document, negotiate, and close mergers and acquisitions. The firm represents domestic and international clients in the public and private sectors in a full array of negotiated and hostile merger and acquisition transactions, including mergers and consolidations, stock or asset acquisitions and dispositions, divestitures, leveraged and management buyouts, strategic alliances, acquisitions and dispositions of subsidiaries and divisions, joint ventures, proxy contests, tender offers, transactions involving corporate governance changes, 363 sales and other acquisition and dispositions through bankruptcy proceedings, and other cutting-edge transactions. Our clients include buyers, sellers, investors, strategic partners, private equity funds, hedge funds, venture capital investment funds, shareholder groups, boards of directors, special board committees, and financial advisors.
Emerging Companies, Corporate Formation, and Structuring
Dickstein Shapiro provides strategic advice to emerging companies and their founders with respect to corporate structure, founder’s agreements, employment law matters, stock options, executive compensation. and best practices for working with boards of directors. Attorneys in the practice routinely assist clients in all types of business entity formation, including corporate, limited liability company, and partnership formations by counseling on the best choice of entity to achieve the client’s goals from operational, liability. and tax perspectives. We prepare and file the formation instruments and can assist with related federal and state regulatory filings, including foreign qualification filings. We also often take on the role of corporate secretary by providing meeting notices, taking minutes, and overseeing stock ledgers.
Many of the firm’s clients are foreign entities seeking to do business in the United States or American entities seeking to do business abroad. Dickstein Shapiro’s attorneys assist these clients with the design and execution of high-profile business transactions and with international project and corporate financing and financial restructurings. The firm also counsels clients on compliance with rapidly changing U.S. immigration laws and frequently assists businesses with the employment of foreign nationals. The geographic scope of Dickstein Shapiro’s international practice is broad, including Canada, Ireland, Mexico, Russia, the United Kingdom, Western Europe, and the major Pacific Rim countries.
Dickstein Shapiro advises boards of directors, their audit and special committees, and senior executives on fiduciary duties, standards of conduct, liability issues, accounting and reporting requirements, and state securities law compliance. We understand the complex challenges facing public and private corporations, middle-market companies, and not-for-profit and charitable institutions. We provide clear practical advice and focus on our clients’ specific needs to develop and implement tailored, integrated compliance structures and programs for each organization and business. We work closely with lawyers from the firm’s antitrust, employment, environmental, and other practices to deliver cross-disciplinary solutions. We also advise boards and their special and independent committees on oversight of corporate transactions, including mergers, acquisitions, other business combinations, restructurings, and securities offerings.
The Corporate & Finance Practice has a deep breadth of experience in structuring and consummating direct and syndicated commercial and corporate credit facilities, as well as debt and equity transactions, including investments in private and public debt and other securities, both foreign and domestic. Attorneys in the practice regularly represent borrowers and senior mezzanine and junior lenders in connection with secured and unsecured credit facilities, including asset-based, cash flow, working capital, bridge, acquisition, construction, permanent, and mezzanine loan transactions. We make it our business to understand how our clients conduct their business—and then work together to achieve an integrated, forward-looking approach using conventional and alternative debt and equity financing structures.
The firm represents issuers, underwriters, institutional investors, placement agents, securities firms, finance and leasing companies, investment companies, insurance companies, and various other commercial enterprises in their U.S. and international financing activities involving a broad range of public and private securities transactions. Attorneys regularly advise clients in connection with equity and debt financings, including initial public offerings; PIPEs; convertible, exchangeable, and variable-rate debt and preferred stock offerings; and offerings involving senior and subordinated debt and equity hybrids. In addition to the preparation and negotiation of securities purchase agreements, underwriting/placement agreements, disclosure and related offering documents, U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) filings, and listing applications, the Corporate & Finance Practice’s attorneys often are engaged in addressing significant SEC and FINRA issues with regulators and representatives of NYSE, AMEX, and Nasdaq.
Dickstein Shapiro’s Corporate & Finance Practice provides a balanced approach to real estate law. The firm guides clients through the acquisition, development, construction, leasing, and financing of conventional real estate projects, such as office buildings, shopping centers, industrial properties, apartment buildings, and hotels, as well as more complex and unique single-purpose projects. The firm’s real estate attorneys assist with restructurings, workouts, and foreclosures, and the acquisition of real estate debt by commercial leasing. Firm clients include corporate users, construction companies, brokerage firms, and other service providers, as well as real estate managers, developers, and opportunistic buyers of real estate debt, engaged in transactions nationwide.
Executive Compensation and Employee Benefits
Dickstein Shapiro represents both employers and executives in structuring and negotiating executive compensation arrangements, including employment agreements, option plans and other equity compensation arrangements, deferred compensation and bonus plans, separation agreements, and change of control agreements. The firm advises its clients on the legal, tax, and securities law considerations applicable to such arrangements. In connection with its compensation and benefits practice, the firm also represents employers on all aspects of regulatory compliance with respect to retirement, health and other group employee benefits. The firm’s compensation and benefits clients include a number of manufacturing businesses and a broad range of service and consulting businesses, as well as private equity and other investment funds.
Tax considerations play a pivotal role in virtually every business transaction. Dickstein Shapiro provides tax advice to a variety of public and private companies, tax-exempt organizations, and employee benefit plans. The firm’s tax attorneys are experienced in resolving issues relating to bankruptcy (on both the creditor and the debtor sides), international taxation and tax treaties, tax legislation and policy, corporate planning, real estate transactions, and federal and state income, excise, gift, and estate tax planning.
General Commercial Matters
Dickstein Shapiro has substantial experience in advising clients on a broad range of commercial contracts across many different sectors and jurisdictions. Our experience includes commercial contracts for services, supply, construction, licensing, development, distribution, marketing, and manufacturing. Our commercial contracting practice incorporates the firm’s tax, intellectual property, and regulatory experience to ensure that clients benefit from appropriate structuring advice and are able to protect and exploit their valuable proprietary rights.
Export Control Compliance
Dickstein Shapiro advises clients in all areas of international trade controls, including compliance counseling as to the various regulatory regimes administered by the Bureau of Industry and Security (BIS) of the Department of Commerce (Export Administration Regulations); the Directorate of Defense Trade Controls (DDTC) of the Department of State (ITAR regulations); the Office of Foreign Assets Control (OFAC) of the Department of the Treasury (executive orders and sanction laws and regulations); and the Bureau of Alcohol, Tobacco, Firearms, and Explosives of the U.S. Department of Justice regarding the manufacture, import, and export of certain military weapons. Attorneys at the firm advise clients on the application of these regulatory regimes to export, re-export, and complete certain import transactions. They review proposed transactions for compliance with trade control laws, conduct export control, and customs due diligence in mergers and acquisitions, and review and prepare internal technology control and compliance programs and corporate international trade policies.
Outside General Counsel Services
Dickstein Shapiro works hard to establish long-term relationships with our clients. We provide outside general counsel services to companies across a broad range of industries and sizes, including venture-backed companies, start-ups, and inter-generational family businesses. In the context of ongoing, daily business and operational activities, we provide advice that is geared toward solving the unique problems presented, but also with an eye on the long-term goals of the client. We work closely with lawyers from the firm’s other practices to deliver cross-disciplinary solutions.