corporate attorneys

THE FIRM’S CORPORATE PRACTICE GROUP REFLECTS BOTH THE EXTENSIVE EXPERIENCE OF THE FIRM’S ATTORNEYS AND THE EVOLVING BUSINESS CLIMATE IN WHICH WE PRACTICE.

Because our clients range from the established and mature to the new and growing, we focus our counsel on the unique needs of each client. The Firm is experienced in distinguishing among the varying client requirements at different stages of development. We are focused on providing advice that is not only legally correct, but also a practical solution for the client issue at hand.

For established companies and institutions, attorneys of the Firm provide traditional corporate counseling based upon their prior training and experience at some of the largest and most prestigious law Firms in New York City and upon their practice thereafter. That same training and experience is also invaluable in representing high-growth and emerging companies who are often underserved or not served in a cost-effective manner.

We are committed to providing high-growth companies with the legal services, business advice and industry relationships that are required to nurture their businesses and to attain positions of market leadership. For all clients, attorneys of the Firm provide high-quality corporate counseling with sensitivity to financial concerns, time constraints and the need to “get the deal done.” Our objective for all clients is to deliver sophisticated yet practical advice of the highest quality at a fair cost and with superior service.

Corporate

Practice Groups

General Corporate Advice & Structuring

Our Firm functions as outside general counsel to a number of corporate clients. These clients range from entrepreneurs owning closely held companies to larger corporate entities that have determined to rely upon outside advice and expertise rather than, or sometimes in addition to, hiring a general counsel. Representation of such clients includes providing all aspects of corporate advice required or helpful in the operation of their respective businesses, including drafting the basic corporate documents, creating the corporate entities and affiliates, drafting and negotiating employment agreements and negotiating, structuring and documenting their more significant corporate transactions.

Mergers & Acquisitions

Our attorneys have been involved in many merger and acquisition transactions, both large and complex and small and straightforward. We are experienced in all forms of mergers and acquisitions, including stock, cash, leveraged buyout and asset transactions.

Our corporate attorneys also work closely with our tax and litigation attorneys on M&A matters. Recurring issues upon which we have advised include tax free treatment of consideration received, treatment of outstanding options and other employee equity interests, analysis of parachute tax issues, short-swing trading restrictions and other issues under the federal securities laws, and disposition of ERISA plan assets.

Examples of merger and acquisition transactions on which we have worked include negotiating and preparing documentation for the BondDesk acquisition of TIPS, Inc. and MuniGroup LLC., the LBO of Goldsmith Incorporated, the consummation of Masonicare Corporation’s acquisition of the stock of OMNI Home Health Services, Inc., the merger of Faro Pharmaceuticals, Inc., Sage BioPharma, Inc. and the divestiture of several divisions of the Balson Group Inc.

Capital Markets and Securities

We have counseled many clients from their first “seed” capital offering through each of their subsequent financings, up to and including their initial public offering. Other clients have consulted us in connection with securities offerings at a later stage, after prior private or public financings have been consummated. In every case, our clients benefit from our experience advising issuers and underwriters on the issuance of debt and equity securities, both domestically and offshore. Our lawyers have advised on a wide variety of securities offerings, including registered public offerings in the United States, private placements and dual listings on domestic and foreign capital markets. We also have advised on the availability of exemptions from registration under the Securities Act of 1933 and the related rules and regulations. We frequently are asked by our clients to advise them on strategic issues in connection with public and private offerings of securities.

Venture Transactions

WMD represents a significant number of emerging companies as well as the institutions and individuals that invest in them. Thus, we have extensive experience with all types and stages of venture capital transactions. As a byproduct, these relationships have significant value for our clients. These relationships keep WMD attorneys close to the industry pioneers and sources of capital, who frequently play an important role in the development of new products and markets.

Examples of private equity financings in which we served as counsel include the issuance of preferred stock by clients such as I-Path, Inc., IPO.com, Inc., Data Synapse, Inc., Goldsmith LLC, Tradescape Corp., and BondDesk.com LLC to, among other investors, Greenhill Capital Partners, L.P., UBS PaineWebber Inc., Goldman Sachs & Co., Morgan Stanley Dean Witter Venture Partners, CS First Boston, Teachers Insurance and Annuity Association, and OrbiMed Advisors LLC.

Joint Ventures & Licensing

Our Firm represents clients in a variety of joint venture and licensing arrangements, including technology swaps, licensing deals, sales and marketing pacts and international joint ventures.

Examples include our representation of General Electric Company in connection with its investments by General Electric Company and Microsoft Corporation in C-SMART Corporation for the purpose of developing and marketing home networking products and our representation of certain University of Toronto bioresearch professors in a series of technology transfer and development agreements with Genzyme, Inc.

Private Equity Vehicles & Hedge Funds

The Firm’s corporate and tax attorneys have been actively involved in structuring and counseling a number of large private equity and hedge fund clients. These funds focus on technology, biotechnology, new media and emerging company investments.

Examples of funds we have formed and/or advised regarding investments include OrbiMed Capital LLC’s Caduceus Private Investments, LP, a $200 million biotechnology private equity fund, and I-Hatch Ventures, LP, a $150 million technology fund.

Commercial Financing

The Firm has represented both lenders and borrowers in connection with commercial loan transactions, whether secured or unsecured. For example, we have represented The Bank of Tokyo-Mitsubishi, Ltd. in a number of domestic and cross-border credit facilities and counseled corporations in connection with acquisition financing to be provided by Bank of Montreal.

Real Estate

The Firm provides specialized real estate expertise in combination with the skills of our attorneys in other practice areas, to maximize the real estate opportunities presented to our clients. We have the knowledge, experience and business judgment to assist in the full range of real property matters.

Through our interdisciplinary approach we are able to advise our clients on all aspects of real estate transactions, including acquisitions, development, construction, financing, leasing, ownership, operation, management and dispositions. In the rapidly changing real estate market, we are able to provide creative solutions to the myriad issues confronting developers, investors and those owning or operating real estate properties, by delivering high quality legal work that addresses the business objectives of the client.

Tax

The Firm’s tax practice frequently involves working closely with the Firm’s corporate clients to resolve structuring, compensation, licensing and transactional issues in the most tax efficient manner. In addition, the Firm has been engaged by large financial institutions as special counsel to provide tax advice in particular specialized areas.

The Firm’s tax department brings over 15 years of experience in corporate and transactional tax planning and tax litigation-including specialized expertise in domestic and international merger and acquisition transactions, securities offerings, project financings, partnership and LLC structures, derivatives transactions, investment funds and offshore insurance companies. The tax department’s experience also encompasses the structuring of executive and incentive compensation agreements, procuring Internal Revenue Service private letter rulings and technical advice memoranda, and resolving tax disputes on behalf of clients. We also have extensive experience advising on tax issues relating to not-for-profit entities.

Some of the matters in which the Firm’s attorneys have been involved include

  • Structuring of a large investment partnership to accommodate U.S. and foreign investment for a well-known biotechnology funds group
  • Development of tax-advantaged financial products for a Canadian based investment bank
  • Representation of a large publicly-traded corporation in connection with tax disputes arising out of the application of a tax sharing agreement
  • Structuring of U.S. operations for a Swiss multinational software company
  • Advising on optimum capital structure for an offshore insurance company merger
  • Structuring master international licensing arrangements for a U.S. based materials company
  • Development of a tax structure permitting ISO-like treatment of options issued by non-corporate entities
  • Opining on the proper valuation methodology for distributions from a qualified defined contribution plan
  • Providing periodic advice to a multinational investment bank on various retirement plan matters such as rollovers, minimum distributions, investment limitations and unrelated business taxable income

Employment & Executive Compensation Agreements

Our attorneys have wide experience negotiating and concluding employment agreements and executive compensation arrangements on behalf of both employers and executives, including stock option grants, deferred compensation arrangements and restrictive covenants.

Practice Leaders

Rory M. Deutsch

Rory M. Deutsch, Partner

Tax and Corporate & Securities Groups

Partners & Counsel Supporting The Practice

Paul R. DeFilippo

Paul R. DeFilippo, Partner

Bankruptcy & Restructuring, and Corporate Groups

John D. Giampolo

John D. Giampolo, Partner

Bankruptcy & Restructuring, and Litigation & Corporate Group

Paul R. Weber

Paul R. Weber, Partner

Corporate & Securities Group

Select Representations

  • Served as counsel to Bond Desk Group LLC (together with its affiliates, “BondDesk”) in the sale of BondDesk to NBD Acquisition LLC in a merger transaction valued at $315,000,000.
  • Served as counsel to IPC Systems Inc. in its $62,000,000 acquisition of Positron, Inc. a Canadian manufacturer and distributer of command and control systems technologies.
  • Served as counsel to IPC Systems Inc. in the sale of IPC Information Systems Inc. to West Corporation for $167,000,000.
  • Represented management team in a $30,000,000 management buyout of Zolfo Cooper LLC, a restructuring and advisory firm, from Kroll Inc.
  • Served as counsel to Kismet International Inc. in the sale of Kismet’s gaming business and software platform to Cantor Fitzgerald Gaming Inc.

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