Attorneys on LeClairRyan’s Corporate Services practice team have the experience and skills required to handle client needs in a broad range of areas, including buying, selling, and merging companies; corporate and securities law; corporate governance issues; general counsel activities; and public finance. We represent companies of all sizes in many different industries and in all kinds of transactions. We utilize a team-based approach that benefits from having access to multiple attorneys with substantive experience in many different practice areas. Wherever a client’s corporate services needs may lie, we have the resources and experience to meet them in an efficient, timely, and cost-effective manner.
Our Corporate Services include:
Buying, Selling, and Merging Companies
Our LeClairRyan attorneys who focus on buying, selling, and merging companies have extensive legal and business experience covering the full spectrum of issues that may arise during these transactions. We have represented clients in small, middle-market, and large transactions, including mergers, stock and asset purchases, and leveraged buyouts. We represent domestic and international buyers and sellers, both public and private, in a broad range of transactions encompassing virtually all industry groups, including banking and financial services, manufacturing, retailing, utilities, service-based companies, and technology firms. Collectively, we have closed more than 500 of these transactions.
Our approach to client representation is team-oriented and draws on the extensive and diverse experience of our attorneys in other practice areas at LeClairRyan when needed. Our deep bench includes attorneys who focus on securities, tax issues, real estate law, employee benefits, labor and employment law and regulations, bankruptcy proceedings, international trade, intellectual property rights, environmental law, and administrative law. Attorneys are drawn from our practice area teams in Venture Capital for Companies; Emerging Companies General Counsel; Trademarks, Copyrights, Intellectual Property and Technology; Information Technology and Software; International Law; Directors and Officers; and Business Succession. In all our buying, selling, and merger engagements with clients, we work closely with management from start to finish, and we assist in all aspects of the transaction.
Services provided by our buying, selling, and merger team:
- Making client introductions to potential service providers, investment bankers, lenders, and other strategic partners.
- Providing advice on and developing transaction structures that best align with the client’s business objectives.
- Drafting and negotiating transaction terms, letters of intent, and all transaction documents.
- Assisting in due diligence investigations and advising on any substantive issues that might arise in the course of such investigations.
- Closing the transaction.
- Performing various functions related to the transaction subsequent to the closing, including completion of all required federal, state, and local government filings.
- Providing ongoing advice after the closing on operational matters (for buyers) and tax and estate-planning strategies (for sellers).
Representative engagements:
- Represented a multi-billion-dollar privately-held Canadian consumer products company in a $20 million stock acquisition of a U.S.-based competitor.
- Represented an industrial concern in a $35 million sale of assets of multiple related entities to a publicly-held Australian buyer.
- Represented a leading provider of corporate identity uniform programs in connection with a $660 million strategic stock disposition by the company’s sole shareholder, a UK-based buyout group.
- Represented buyers in a multi-million-dollar acquisition of a manufacturing facility in the Midwestern U.S. from a Netherlands-based holding company and its U.S. subsidiary; our involvement included negotiation of related service and long-term supply agreements with the seller, a license agreement with the seller’s Italian affiliate, and debt acquisition financing generated from the issuance of state economic development bonds and a secured line of credit.
- Represented a utility in connection with a $150 million sale of electric generating facility assets in Central America.
- Represented a petroleum company in connection with a $65 million purchase of petroleum, propane, and transportation assets from a Northeastern U.S. seller.
- Represented the selling shareholders in a $131 million sale of a U.S. manufacturer of concrete pipe and other concrete products to a public company in the UK.
- Represented the parent company in the disposition of stock of its German manufacturing subsidiary.
- Represented a financial institution in a $1.2 billion acquisition of its stock by a competitor.
- Represented a large, regional propane company in connection with its acquisition of the assets of a Maine-based propane company.
- Represented the parent company in a sale of stock of its Brazilian manufacturing subsidiary.
- Represented an investor group in connection with a $150 million acquisition of assets of electric generating facilities.
- Represented a UK public company in its sale of a U.S. subsidiary engaged in xenotransplantation research and other areas of biomedical work.
- Represented a parent company in a $25 million sale of assets of its manufacturing subsidiary.
- Represented a closely-held Virginia-based provider of clinical management and pharmacy cost-containment services in the sale of its stock to the subsidiary of a Fortune 500 company for $23 million in cash plus additional contingent payments of up to $17 million.
- Represented a large, regional propane company in connection with its acquisition of the assets of a central Pennsylvania-based propane company and its two subsidiaries.
- Represented a Japanese chemical enterprise in its purchase of assets of a specialty chemical business in the U.S.
- Represented a financial institution in a $75 million acquisition of a competitor’s stock.
- Advised an investment bank in connection with a $90 million sale of a manufacturing business; services rendered by LeClairRyan included structuring junior subordinated debt taken by the investment bank.
- Represented a utility in connection with a $200 million acquisition of assets of mid-Atlantic U.S. electric generating facilities.
- Represented a privately-held acquisition company in its $30.2 million stock acquisition of an Alabama-based trucking company operating in the southeastern U.S., and in a related $4 million private placement and revolving and term-loan credit facility.
- Represented a seller of stock to a multinational corporation in exchange for $20 million in cash and an earn-out provision.
- Represented the purchaser in a $7.75 million purchase of a multi-family property in North Carolina and a related mortgage loan, mezzanine loan, and equity investment.
- Represented a U.S. research and development company in a tax-free reorganization with a publicly-held UK acquirer.
- Represented a propane company in connection with the $6 million sale of its assets to a large, regional propane company.
- Represented the buyer in connection with a $60 million acquisition of a consumer products company and related acquisition financing.
- Represented a NYSE-listed healthcare products company in connection with its $25 million acquisition of a target company’s stock and related financing.
- Represented a business services company in the sale of stock of a publicly-traded company for $18 million in cash.
- Represented the selling shareholders in roll-up sales of more than $20 million of retirement plan administrators to a public pension service company.
- Represented a consumer products company in the sale of assets to a publicly-held buyer for $50 million in cash.
- Represented a NYSE-listed healthcare products company in connection with the disposition of its outstanding shares in a $225 million cash transaction.
- Represented the buyer in connection with the acquisition of the assets of a California manufacturer of bath and beauty products.
- Represented a local propane company in connection with its acquisition of the assets of a Virginia-based propane company.
- Represented management in a multi-million-dollar buyout of a nationally-recognized technology services firm.
- Represented selling shareholders in all aspects of a multi-million-dollar sale of a mid-Atlantic U.S. accounting firm to a national U.S. accounting firm, including negotiation of executive employment agreements and earn-out agreements between the shareholders and the buyer.
- Represented a leading student loan consolidator in connection with a $165 million acquisition of its stock by a New York-based private equity fund.
- Represented a value-added aerospace silicone products manufacturer, a subsidiary of a publicly held Canadian company, in the purchase of assets of a Chapter 11 debtor/manufacturer of commodity silicone and organic rubber products.
- Represented a NYSE-listed healthcare products company in connection with its $30 million acquisition of a targeted company’s stock and related financing.
- Represented a European-based wealth management firm in the formation of a British Virgin Islands company, the sale of equity in the BVI company, and an investment by the BVI company in a U.S. venture capital fund.
- Represented selling shareholders in all aspects of the sale of the assets of a national information technology services company, including negotiation of executive employment agreements between shareholders and the seller.
- Represented a financial institution in the $30 million acquisition of stock of a competitor.
- Represented a strategic branding and consulting company in its acquisition of a division of a national publishing and packaging company and in its capital raise to fund the acquisition.
- Represented a buyer in connection with the $40 million acquisition of a consumer products company and related acquisition financing.
- Represented the majority shareholder in a $35 million tax-free stock exchange with a publicly-held buyer.
- Represented a financial institution in connection with its $190 million merger with a competitor.
- Represented selling shareholders in the sale of a water company to a public energy company.
- Representing the seller, an environmental entity, in an $80 million stock sale.
- Represented the buyer in connection with a $15 million acquisition of a consumer products company and related acquisition financing.
- Represented the buyer in connection with an $85 million acquisition of banking assets.
- Represented the seller in its acquisition by a publicly-held strategic buyer in exchange for $23 million in cash, equity, and earn-out.
- Represented the purchaser in roll-up acquisitions of retail optical shops in the mid-Atlantic U.S.
- Represented the buyer in a $4.8 million acquisition of a marina business and real estate, including in connection with the buyer’s formation, lender financing, and equity raise.
- Represented selling shareholders in all aspects of the sale of an investment bank.
- Represented an online shoe retailer in a $5 million reverse triangular merger with a leading online provider of bags and accessories.
- Represented an information technology consulting firm in a $1 million sale to a mid-Atlantic consulting firm and management group.
- Represented a regional commercial fire-detection systems company in a $5.5 million reverse triangular merger with a subsidiary of a publicly-held international ATM machine and commercial security systems company.
- Represented a minority member in the purchase of a majority member’s interest in a regional sports marketing company.
- Represented a manufacturer in obtaining secured loans from a state agency and a regional industrial development authority.
- Represented the purchaser in a $6.8 million acquisition of a multifamily property in North Carolina and a related mortgage loan and equity investment.
Corporate and Securities
Our team members who focus on corporate and securities practice offer a wide range of services in areas of law critical to the development and growth of all types of business clients, both large and small. LeClairRyan has a long history of involvement and a distinguished reputation in this area. Corporate and securities law was one of our firm’s first areas of practice. Over the years, our attorneys have coalesced into a sophisticated team with a diverse client base and have been involved in offerings valued at more than $1 billion in the aggregate. We represent many companies whose securities are traded both on the national exchanges and over-the-counter, providing legal representation and services in connection with all aspects of their business operations, including securities offerings and merger and acquisition activity. Our attorneys who focus on corporate and securities law also have significant experience representing financial institutions in the mergers and acquisitions area.
We offer a wide variety of legal services designed to foster the growth and development of business clients, including initial and secondary public offerings, private placements, SEC compliance and reporting, venture capital finance, and corporate governance. Other areas where we offer relevant legal services include mergers, acquisitions, and divestitures; general corporate and partnership law; federal and state securities regulation; public finance; broker-dealer registration and compliance; investment adviser registration and compliance; convertible and straight debt offerings; issuance of revenue bonds and tax-exempt bonds; and underwriter representation in connection with the issuance of corporate and municipal securities.
Our corporate attorneys offer business clients legal guidance relating to business formation and growth, including debt and equity financings. We have represented our business clients in offerings of common and preferred stock, management buyouts, venture capital financings, real estate syndications, sale-leaseback arrangements, international joint ventures, and numerous business acquisitions and sales. We also have extensive experience in federal and state “blue sky” laws regulating the issuance of equity and debt securities, the formation and operation of broker-dealers, and the regulation and operation of investment advisory firms.
Corporate Governance
Our attorneys on LeClairRyan’s Corporate Services team advise both public and private companies on matters related to appropriate management and corporate governance structures. We advise boards of directors and board committees on appropriate functions and protocol, and we provide advice and guidance on transactions, financial disclosure and reporting, management compensation, and compliance. We also advise public companies on compliance issues related to the Sarbanes-Oxley Act of 2002.
Our attorneys are frequently retained by corporations, boards of directors, and board committees to conduct internal investigations and reviews on their behalf. Our services in this area are also utilized from time to time by nonprofit entities and public-sector entities requiring the same kind of investigative assistance and guidance. Our attorneys demonstrate great sensitivity and utmost discretion regarding the issues that may be encountered during internal investigations, such as confidentiality concerns, personnel privacy, and attorney-client privilege. We also represent individual directors in government and regulatory agency investigations and defend them in private and class action litigation where they may be named a defendant as a corporate director.
General Counsel
By taking advantage of our General Counsel program, clients are afforded access to a custom-designed legal department that encompasses the diversity of expertise and depth of experience found across LeClairRyan’s numerous practice area teams—all without incurring the overhead expenses of a conventional in-house legal department. At no cost to the client, we get to know the company inside and out—its history, vision, mission, objectives, and challenges. Clients have the option of selecting a general counsel from among our extensive roster of attorneys with decades of experience in fulfilling that role. Backing up the general counsel is a specially selected team of lawyers drawn from various practice areas to meet each client’s anticipated legal needs. Our team of skilled attorneys creates a blueprint to address each client company’s legal issues in a proactive manner. The general counsel functions as the point person in implementing the plan and is available to the client at all times, ready to draw on the services of any team members needed to deal with whatever issues might arise.
The information services industry is trending towards a business model called cloud computing. It’s similar to the business model used by utilities such as water and electric companies in that customers have access to the offered products and services whenever they need them, but they pay only for what they use. That’s essentially the same model LeClairRyan incorporates in its General Counsel program. Our clients get a complete legal department, custom-designed to meet their specific needs, but they pay only for what they actually use. Knowing that their legal needs are fully covered in an efficient and cost-effective manner frees our clients to devote their energies and resources to activities that are more mission-critical to their core business.
Public Finance
Whether tax-exempt or taxable, public financing projects undertaken by government and quasi-governmental agencies tend to be complicated transactions involving multiple parties, and our attorneys on LeClairRyan’s Public Finance practice team have extensive experience representing all of them. In broad terms, public finance transactions involve traditional public-purpose projects or financing for the principal benefit of private business entities. We move comfortably in this milieu, handling all aspects of tax-exempt financing transactions for our clients. LeClairRyan is listed on an unqualified basis as a nationally recognized bond counsel in the “Red Book” (The Bond Buyer’s Municipal Market Place), the reference source most widely used by bond investors on a national basis.
We have served as bond counsel to state agencies, local governments, industrial and economic development authorities, housing authorities, and other similar entities in connection with the issuance of tax-exempt and taxable governmental and private activity bonds. We have built a broad base of experience in this specialized practice area, representing manufacturing firms, municipal governments, 501(c)(3) not-for-profit corporations, and real estate developers acting as borrowers to finance facilities with tax-exempt private activity bonds. Our client base also includes institutional investors, underwriters, trustees, investment bankers, and other entities participating in public finance transactions.
Our Public Finance attorneys routinely represent financial institutions as lenders and providers of credit enhancement for all types of bond-financed projects. Our work with banks, trust companies, and other financial services providers encompasses a broad array of services related to trustee transactions, including activities subject to the Trust Indenture Act and regulations covering housing revenue bonds, sewer and water revenue bonds, and solid waste revenue bonds.
Our practice in tax-exempt financing is national in scope. While much of our activity in this practice area takes place in the mid-Atlantic and Northeast regions, we have participated in financing projects in more than 20 states across the country, and our attorneys have extensive experience dealing with a wide variety of financing structures. Our focus in every engagement centers on meeting our clients’ individual needs; we offer practical solutions to the challenges they face and respond promptly to all questions and inquiries. Throughout the engagement, we remain highly sensitive to the need to close transactions both efficiently and in a manner that achieves the objectives of each of the financing participants involved.
One area where our attorneys have a particularly extensive range of experience and skill sets is in the creation and implementation of solutions that accommodate the specific details and economics of private tax-exempt and taxable financings for manufacturing, low- to moderate-income housing, and nonprofit facilities. Our firm is actively engaged in all aspects of tax-exempt financings; in New York alone, we currently represent hundreds of municipalities, villages, and school districts in a variety of general obligation financings. We also participate in revenue bond financings and act as bond counsel to more than 20 Industrial Development Agencies in New York.
We have a long history of representational involvement in all the various types of tax-exempt financings for low-income housing. Our attorneys have served as bond counsel to more than 50 housing authorities in 20-plus states. Our extensive experience also includes activity in HUD’s Section 8 refunding initiative, and it extends to non-subsidized new construction and substantial rehabilitation projects involving both tax-exempt financing and the utilization of state-allocated low-income tax credits.
Representative engagements:
- Counsel to the Virginia Resources Authority for loans made through the Virginia Water Facilities Revolving Fund and the Virginia Water Supply Revolving Fund.
- Served as lender’s counsel for more than 130 transactions in taxable and tax-exempt loans for water and/or sewer projects for localities and other political subdivisions located across the Commonwealth of Virginia.
- Handled and/or participated in at least 25% of the bonds issued by the New Jersey Economic Development Authority in recent years.
- Bond counsel for the Virginia Municipal League/Virginia Association of Counties pooled bond financing program; LeClairRyan played a leading role in the creation of this financing program in 2003 and has served as bond counsel for the issuance of tax-exempt and taxable bonds since the program’s inception.
- Bond counsel for the Virginia Municipal League/Virginia Association of Counties commercial paper financing program; LeClairRyan played a leading role in the creation of this financing program in 2005 and has served as bond counsel for the issuance of up to $225 million in tax-exempt and taxable bonds since that time.
- Counsel for FINOVA Public Finance, Inc.; LeClairRyan created a national tax-exempt and taxable financing program for FINOVA that resulted in the acquisition of more than $300 million in tax-exempt and taxable loans over a period of five years.