Understanding the Role of Corporate and Securities Lawyers
Securities lawyers help companies navigate the legal issues accompanying stock and other securities issuance. They also aid clients in complying with securities laws that serve the public interest.
Securities litigation is becoming increasingly prevalent due to financial scandals. Such cases involve allegations of misrepresentation or fraud.
Mergers & Acquisitions
A merger or acquisition is a collaboration between two companies that makes one more significant than the other. Generally, this happens when an acquirer aims to eliminate competition, improve operations, or increase market share. Valuation is substantial in these deals and dictates the negotiation and purchase price.
Understanding the complexities of M&As requires adept legal guidance. This is where the skills of a New York corporate & securities lawyer come into play. They can help clients make informed decisions and prepare for potential risks, liabilities, and rewards involved in these transactions.
They can also support the due diligence process, assisting with research and analysis. A thorough information-seeking process can help firms avoid overpaying for a deal that is not worth the investment.
It can be not easy, mainly when the deal involves companies operating in different jurisdictions. Corporate lawyers can assist with regulatory compliance and ensure all parties meet the required obligations.
Acting for an impressive roster of clients in the financial services sector and across other industries. They also have a strong record in securities litigation, including shareholder class, derivative actions, and broader commercial disputes. They draw on a nationwide network to handle high-profile and complex cases. Their team includes seasoned litigators with the confidence and experience to adapt their playbook when necessary.
Project Finance
Large-scale projects in infrastructure, industry, and services require substantial working capital. Project finance is a popular method to ensure these projects have the funding necessary to succeed. Project finance lawyers draft financial documents and negotiate complex arrangements with many companies and often government entities partnering on a deal. This type of transaction requires understanding various regulatory and legal issues, including off-balance sheet recording, non-recourse financing, and credit risk allocation.
Corporate attorneys also assist businesses in managing vendor contracts, minimizing legal risks, and fostering effective collaboration with suppliers. A legal team has extensive experience drafting and negotiating partnership agreements and other forms of contract that ensure businesses can confidently collaborate with their vendors while protecting confidential information and intellectual property.
Incorporating a business is a significant step that impacts the entity’s legal status and structure. NYC corporate lawyers guide clients through the process, ensuring they select the type of business that best meets their goals. Incorporating a limited liability company (LLC) is an option that is particularly popular among startups due to its flexibility and liability protection. Our attorneys have extensive expertise in forming LLCs and navigating the complexities of the formation process.
Securities law involves the rules and regulations governing a corporation’s share issuance to investors. A skilled corporate lawyer specializing in securities can help companies avoid regulatory violations, including the disclosure requirements imposed by New York’s Act, which prohibits fraud or misrepresentation in the sale of securities.
Venture Capital
Venture capital is the funding of startup businesses with innovative projects that have the potential to create significant economic returns. The goal is to help entrepreneurs bring their ideas to market, providing benefits for the startup company and its employees, the investors in the venture capital fund, and society as a whole when these new products are introduced to the marketplace.
VC firms typically take minority stakes in portfolio companies and may sell their shares anytime to realize proceeds and profits. The most common fee structure is a two-and-20 model, where the VC firm charges 2% of its total fund size per year for management fees and 20% of any performance fees earned on investment gains. Top VC funds can justify these higher fees because they have long track records of positive returns for their investors.
Legal issues related to venture capital include structuring capital funds, regulatory compliance, negotiating and documenting governance and equity rights, investor relations, and managing exits. Having lawyers with experience in these areas can be critical to helping clients avoid costly mistakes and ensure that all investments comply with applicable securities laws.
Expert advises venture capital firms and emerging growth companies on various matters. This includes reviewing business plans, advising on structures that facilitate funding source participation, and preparing investment documentation, among other things. They also provide advice regarding intellectual property rights, employment law, tax, and other vital issues to venture capital investing.
Corporate Securities
As the world’s financial capital, New York is home to a dynamic and sophisticated securities practice. Whether representing a global investment bank or an entrepreneur-led startup, firms in the city’s market offer a broad range of capital markets expertise, handling matters related to initial public offerings, secondary and follow-on offerings, registered direct and at-the-market offerings, Rule 144A and crowdfunding offerings, subscription rights offerings, SPAC offerings, and traditional and PIPE private placements.
At the state level, New York’s blue sky laws — which require registration with a state securities commission before selling shares and bonds — provide a powerful tool for protecting investors and consumers. Combined with federal law, these laws form an extensive legal framework that corporations must navigate when they raise money from investors.
Some combine high-level corporate litigation capabilities with substantial expertise in complex financial instruments, notably those involving asset-backed securities and CDOs. The team acts for leading private equity funds, financial institutions, and broader corporate clients on a host of sophisticated disputes. It also has notable strength in defending class action and derivative actions on behalf of underwriters, drawing on significant experience across the firm’s broader commercial litigation capability.