General Corporate

We represent companies, executives, investors and other parties in a broad range of general corporate matters including:

• Formation and operation of corporations, partnerships, limited liability companies and joint ventures
• Negotiation and drafting of commercial agreements, including employment, licensing and distribution agreements, founder and shareholder agreements, and non-competition, confidentiality and indemnification agreements
• Loan transactions, including negotiating and drafting notes, credit agreements, security agreements, pledge agreements and guarantees
• Corporate and capital structure issues
• Management, employment and compensation issues
• Advising senior management and boards of directors on corporate governance, fiduciary duties and “best practices”
• Business and legal advice on implementation of business strategies

Mergers and Acquisitions

Our attorneys offer a full range of merger and acquisition services to small and mid-size companies, both public and private. We represent buyers, sellers, investors, boards of directors and financial advisers in negotiating, structuring, documenting and closing a variety of transactions that range from traditional asset and stock acquisitions and dispositions, to merger transactions and other business combinations, reorganizations, joint ventures and strategic alliances.

In the course of our M&A activities, we often assist clients in planning and structuring these transactions (including accounting, tax, intellectual property and employment issues), performing due diligence, preparing, reviewing and negotiating transaction documents (including letters of intent, confidentiality agreements, employment agreements and other ancillary documents) and other required corporate and regulatory approvals and filings. In the event a transaction presents unique legal issues (e.g., tax, intellectual property, pension, Hart-Scott Rodino filings), we have working relationships with several national and local law firms offering the needed expertise.

Securities

Our attorneys’ have substantial experience advising both private and public emerging growth companies in a broad range of financing transactions through all stages of development and capital raising activities, including start-up financing, initial public offerings (IPOs), registered direct offerings, private investment in public equity (PIPE) transactions, as well as confidentially marketed public offerings (CMPOs). In addition to representing issuers, we also represent placement agents, underwriters, investors and selling stockholders, as well as officers and directors in connection with such financing transactions.

The capital raising matters we routinely undertake include, among others:

• Participating in all aspects of the public offering process, including drafting registration statements for IPOs, secondary offerings, employee benefit plans and selling stockholder registrations, conducting due diligence, working with the auditors as needed, negotiating underwriting agreements and other ancillary documents and interfacing with the Staff of the Securities and Exchange Commission in the review process, whether as issuer’s counsel or underwriter’s counsel
• Drafting private placement memoranda and other ancillary documents and instruments for private financings, whether as issuer’s counsel or counsel to the placement agent, as well as overseeing all aspects of the offering process, including identifying and complying with applicable exemptions from federal and state registration/qualification
• Advising and assisting investment bankers regarding their FINRA obligations in connection with public and private financings

We also assist our clients in navigating the often times complex ongoing public company reporting system in the United States. Specifically, we advise and assist public companies regarding their ongoing Securities Exchange Act of 1934 securities compliance and governance obligations and best practices, as well as filings with the SEC by issuers and insiders, including:

• Drafting and filing periodic reports with the SEC
• Assisting with all aspects of the annual and special meeting processes, including proxy statement disclosure and distribution, advising on quorum and voting requirements and interfacing with the transfer agent, proxy solicitation services and other key constituents
• Counseling with respect to exchange listing requirements and best practices

Governance

Corporate governance has increasingly become a critical focus of public companies. Our attorneys assist boards of directors and committees in achieving their company’s business plan goals within the established legal framework, including compliance with fiduciary duty obligations under applicable state corporate law. The range of corporate governance and compliance matters and best practices we advise on includes:

• Compliance with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable provisions of the Jumpstart our Business Startups Act (the “JOBS Act”)
• Board and committee membership matters (including audit, compensation and other special committee requirements and responsibilities)
• Special committee issues
• Executive compensation issues
• Fiduciary duties, conflicts of interest, codes of conduct and ethics
• National exchange corporate governance rules
• Internal controls and investigations
• All aspects of securities disclosure

Expert Witness Engagements

John Murphy has been engaged on numerous occasions to serve as an expert witness in matters involving corporate or securities law issues that are the subject of disputes in mediation, arbitration or litigation. He also is often retained by companies or their legal counsel to provide independent review and analysis of a matter in dispute with third parties. During the course of these activities, Mr. Murphy has worked with many prominent law firms including Keker, Van Nest & Peters, McDermott Will & Emory, Morgan Lewis & Bockius, Orrick Herrington & Sutcliffe and Pillsbury Winthrop Shaw Pittman.

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