Corporate / Securities
- Overview
- Experience
- People
- Insights
Overview
Adams & Reese’s Corporate, Securities, Mergers & Acquisitions Team offers federal and state representation and advice to public and private clients throughout the United States and abroad. Adams & Reese attorneys counsel organizations on day-to-day operations, provide advice to clients in all phases of business development and continuation, and are primarily responsible for the firm’s commercial and corporate finance transactional engagements.
The Adams & Reese Corporate/M&A Practice is ranked Band 3 in South Carolina by Chambers USA.
In addition to advising clients on all types of commercial and financial transactions and negotiations, we draft all necessary documentation and suggest strategies to accomplish goals that suit your business health. Our commercial and corporate finance transactional engagements include: public and private offerings of securities; venture capital funding and representation of public companies before the Securities and Exchange Commission.
Our Attorneys
With members of the team strategically located throughout the southern United States and Washington, DC, we have attorneys on the ground available to assist with transactions.
Attorneys in each of our offices work together to form project teams according to client industries and needs. The team may provide ongoing SEC reporting for a public client, assist with public or private securities offerings, work with our Banking and Finance Team or Energy and Environmental Team in an acquisition, divestiture or reorganization.
Core Practice and Clients
Our attorneys represent clients in the airline, banking and thrift, computer software, Internet, gaming, hospital, manufacturing, oil and gas, professional sports, marine construction, automobile leasing, communications, education, healthcare financing, hotel, biotechnology, medical devices, pharmaceutical, restaurant and television industries. Our practice areas include:
Acquisitions and Divestitures: Managing domestic and international mergers and acquisitions, corporate spin-offs, and privatizations, as well as the acquisition and sale of business entities, assets, and divisions. We also handle the negotiation of complex credit facilities, along with commercial and technology agreements..
Board and Special Committee Counsel: Providing corporate governance advice, including designing and implementing anti-takeover measures and shareholder rights plans, guiding defensive reorganizations, and responding to hostile takeover bids such as proxy contests and tender offers, along with related litigation. We also counsel on fiduciary obligations and compliance with Sarbanes-Oxley requirements.
Start-Up and Operational Counsel: Providing guidance on business entity selection, jurisdiction, and organizational structuring, including documentation, state and federal filings, and related securities and tax considerations. We advise on the formation and structure of commercial joint ventures, anti-takeover protections, and corporate governance matters such as directors' liability, piercing the corporate veil, privilege, and consulting agreements. Additionally, we offer general counsel support to help businesses navigate complex regulatory and operational challenges.
Private Securities Offerings: Advising clients on exemptions from state and federal registration requirements, including the full range of available federal exemptions. We provide guidance on private placements, transactions qualifying for exemptions, the sale of commercial paper, participation in exchange offers, private corporate spin-offs, and venture capital banking transactions.
Public Securities Offerings, SEC Compliance and Reporting: Representing publicly held companies on ongoing securities compliance, including Sarbanes-Oxley requirements, financial statement disclosures, and annual reporting obligations. We assist with insider trading compliance, equity and debt issuances, proxy statements, and the sale of restricted securities under Rule 144. Our counsel also covers issuer stock repurchase programs, Securities Exchange Act reporting, and compliance with stock exchange and self-regulatory organization listing requirements.
Restructuring: Advising public companies on planning and executing corporate restructurings, including the formation of holding companies, business spin-offs to shareholders, subsidiary roll-ups, public securities offerings, and other divisive reorganizations.
The corporate attorneys at Adams & Reese take pride in successfully closing deals. They provide clear guidance on business risks and market conditions while ensuring transactions move forward smoothly. With a focus on efficiency, they manage every detail without getting in the way of the deal, while managing every detail of the transaction.
Experience
- Worked with an investment bank to put together a $430 million deal to fund the building of three new tankers.
- Completed two private debt-financing deals with a venture capital firm, including a total debt restructure with 125 creditors and about $50 million in debt.
- Worked on the sale of a private marine company to an investment group for $465 million, including estate planning for the owners.
- Representation of a U.S. subsidiary of a Japanese trading company in establishing its global line of credit beginning at $950 million, plus supporting their acquisition of various oil and gas assets in the Gulf, including transmission facilities and platforms.
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