Corporate & SecuritiesWe work closely with our clients and provide leadership and guidance for successful business formations and operations. We maintain a sophisticated corporate and securities law practice, including mergers and acquisitions, public and private securities offerings, securities compliance, commercial lending, and corporate and business tax planning for the full spectrum of business activities. Serving as outside general counsel, we advise clients and negotiate and prepare documents covering business transactions of all kinds.
Whether our clients seek to raise capital through private placements, public offerings, or debt financing, we offer knowledgeable guidance in each state of the transaction. Our securities team regularly handles multi-state private placements, handling state and federal filings, preparing subscription documents and stockholders’ rights agreements, and providing sound guidance on the overall structure of the placement. We have handled IPOs, helping our clients navigate the complexities of federal securities law, state corporate law, and the practicalities of multi-party negotiations. Our Corporate & Securities Team represents businesses in secured and unsecured debt financings, working closely with lender’s counsel to ensure that our clients’ expectations are met in a timely fashion.
In conjunction with our Litigation & Employment Law practice group, we consult public companies, private businesses and corporate executives and other individuals on matters concerning corporate law, tax law, and other federal and state law aspects governing executive compensation and employee benefits arrangements. We assist clients, from both the employer and employee perspective, with arrangements such as: executive employment, severance and golden parachute agreements; deferred compensation plans; non-compete and non-disclosure agreements; equity-based compensation plans and other performance based compensation plans; consulting agreements; insurance agency producer and other forms of brokerage agreements; and employee manuals, handbooks and training. Our corporate and securities lawyers often work with members of our Litigation and Employment Law group in connection with the litigation and/or settlement of issues involving non-competition agreements.
We assist companies in connection with structuring, negotiating and implementing acquisitions and business combination agreements of all kinds, including asset purchase agreements, stock purchase agreements, merger agreements and joint venture agreements. We also assist companies in connection with spin-offs and divestitures. Our experience includes guiding clients through all stages of the transaction from disclosure and due diligence through post-closing matters.
We advise publicly-traded companies, companies who wish to position themselves to go public, and directors and officers of publicly-traded clients in a wide variety of issues arising under U.S. securities law. Our securities law practice encompasses both transactional and compliance matters. We assist publicly-traded clients in the preparation of annual, quarterly and other periodic reports, and we handle the electronic filing of ownership disclosure reports of their officers and directors. We have also represented an independent special committee of the board of directors of a public company in connection with the committee’s evaluation of a going-private offer. We keep abreast of legal and regulatory developments to provide timely, up-to-date advice to our clients concerning standards governing public company reporting and other corporate communications. Officers and directors of our publicly-traded clients rely on us for knowledgeable guidance in the performance of their fiduciary duties and changing trends in applicable state and federal law governing insiders.
While we do not generally give advice with respect to the Investment Company Act of 1940, we have advised mutual funds on issues of Massachusetts law as it relates to mutual funds formed as Massachusetts business trusts.