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General Corporate Services

Attorneys on LeClairRyan’s Corporate Services 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 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 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:

Mergers and Acquisitions

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. In addition, members of our Affordable Care Act team represent healthcare entities of all types and sizes in corporate restructuring and due diligence matters concerning business acquisitions.

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; 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 technology development company in connection with the sale of substantially all of its capital stock to a strategic buyer.
  • Represented multibillion-dollar privately held Canadian consumer products company in $20 million stock acquisition of a U.S.-based competitor.
  • Represented industrial concern in $35 million sale of assets of multiple related entities to publicly held Australian strategic buyer.
  • Represented leading provider of corporate identity uniform programs in connection with $660 million strategic stock disposition by the company’s sole shareholder, a UK-based buy-out group.
  • Represented buyer in multimillion-dollar acquisition of manufacturing facility in the midwestern U.S. from a Netherlands-based holding company and its U.S. subsidiary, including the negotiation of related service and long term supply agreements with the seller, a license agreement with its Italian affiliate, and debt acquisition financing generated from the issuance of state economic development bonds and a secured line of credit.
  • Represented utility in connection with $150 million sale of electric generating facility assets in Central America.
  • Represented petroleum company in connection with $65 million purchase of petroleum, propane and transportation assets of Northeast U.S. seller.
  • Represented selling shareholders in $131 million sale of U.S. manufacturer of concrete pipe and other concrete products to UK public company.
  • Represented parent company in disposition of stock of German manufacturing subsidiary. Represented financial institution in $1.2 billion acquisition of its stock by competitor.
  • Represented large, regional propane company in connection with its acquisition of the assets of a Maine-based propane company.
  • Represented parent company in sale of stock of Brazilian manufacturing subsidiary.
  • Represented investor group in connection with $150 million acquisition of assets of electric generating facilities.
  • Represented UK public company in its sale of a U.S. subsidiary engaged in xeno-transplantation research and other areas of biomedical work.
  • Represented parent company in sale of assets of manufacturing subsidiary for $25 million.
  • Represented 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 cash in the amount of $23 million, plus additional contingent payments of up to $17 million.
  • Represented large, regional propane company in connection with its acquisition of the assets of a central Pennsylvania based propane company and its two subsidiaries.
  • Represented Japanese chemical enterprise in its purchase of assets of a specialty chemical business in the U.S.
  • Represented financial institution in $75 million acquisition of stock of competitor.
  • Advised investment bank in connection with $90 million sale of manufacturing business, including structuring junior subordinated debt taken by investment bank.
  • Represented utility in connection with $200 million acquisition of assets of mid-Atlantic U.S. electric generating facilities.
  • Represented privately held acquisition company in $30.2 million stock acquisition of an Alabama-based trucking company operating in the southeastern U.S. and related $4 million private placement and revolving and term loan credit facility.
  • Represented seller of stock to multinational corporation in exchange for $20 million in cash and earn-out.
  • Represented purchaser in $7.75 million purchase of multifamily property in North Carolina and related mortgage loan, mezzanine loan, and equity investment.
  • Represented U.S. research and development company in tax-free reorganization with publicly held UK acquiror.
  • Represented propane company in connection with the $6 million sale of its assets to a large, regional propane company.
  • Represented buyer in connection with $60 million acquisition of consumer products company and related acquisition financing.
  • Represented NYSE-listed healthcare products company in connection with its $25 million acquisition of stock of target and related financing.
  • Represented business services company in sale of stock of publicly traded company for $18 million in cash.
  • Represented selling shareholders in “roll-up” sales of more than $20 million of retirement plan administrators to public pension service company.
  • Represented consumer products company in sale of assets to publicly held buyer for $50 million in cash.
  • Represented NYSE-listed healthcare products company in connection with disposition of its outstanding shares in a $225 million cash transaction.
  • Represented buyer in connection with acquisition of the assets of California manufacturer of bath and beauty products.
  • Represented local propane company in connection with its acquisition of the assets of a Virginia based propane company.
  • Represented management in its multimillion-dollar buyout of nationally recognized technology services firm.
  • Represented selling shareholders in all aspects of the multimillion-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 shareholders and buyer.
  • Represented leading student loan consolidator in connection with $165 million acquisition of its stock by New York-based private equity fund.
  • Represented value-added aerospace silicone product manufacturer, a subsidiary of a publicly held Canadian company, in purchase of assets of a Chapter 11 debtor/manufacturer of commodity silicone and organic rubber products.
  • Represented NYSE-listed healthcare products company in connection with its $30 million acquisition of stock of target and related financing.
  • Represented European-based wealth management firm in the formation of a British Virgin Islands company, the sale of equity in the BVI company, and the 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 seller.
  • Represented financial institution in $30 million acquisition of stock of competitor.
  • Represented strategic branding and consulting company in its acquisition of division of national publishing and packaging company and in its capital raise to fund the acquisition.
  • Represented buyer in connection with $40 million acquisition of consumer products company and related acquisition financing.
  • Represented majority shareholder in $35 million tax free stock exchange with publicly held buyer.
  • Represented financial institution in connection with $190 million merger with competitor.
  • Represented selling shareholders in sale of water company to public energy company.
  • Representing seller environmental entity in $80 million stock sale.
  • Represented buyer in connection with $15 million acquisition of consumer products company and related acquisition financing.
  • Represented buyer in connection with $85 million acquisition of banking assets.
  • Represented seller in acquisition by publicly held strategic buyer in exchange for $23 million in cash, equity, and earn-out.
  • Represented purchaser in “roll up” acquisitions of retail optical shops in mid-Atlantic U.S.
  • Represented buyer in $4.8 million acquisition of 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 investment bank.
  • Represented online shoe retailer in $5 million reverse triangular merger with leading online provider of bags and accessories.
  • Represented information technology consulting firm in $1 million sale to mid-Atlantic consulting firm and management group.
  • Represented regional, commercial fire detection systems company in $5.5 million reverse triangular merger with subsidiary of publicly held international ATM machine and commercial security systems company.
  • Represented minority member in purchase of majority member’s interest in regional sports marketing company.
  • Represented manufacturer in secured loans from state agency and regional industrial development authority.
  • Represented purchaser in $6.8 million acquisition of multifamily property in North Carolina and related mortgage loan and equity investment.

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 states across the country, and our attorneys have extensive experience dealing with a 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.

Venture Capital 

LeClairRyan's venture capital attorneys advise companies seeking private investment capital on all aspects of venture and angel capital financing transactions. LeClairRyan was initially formed as a venture capital boutique law firm, and our attorneys have significant and long-standing ties to the venture capital, angel and business communities. Attorneys in this practice hold leadership positions in venture capital-oriented organizations such as the Exit Planning Exchange, Associated Corporate Growth, Richmond Venture Forum, Charlottesville Business Innovation Council, Roanoke- Blacksburg Technology Council, VABio, JumpStartDays, and SF New Tech, among others, and collectively have closed hundreds of venture and angel capital transactions for companies and investors.

In addition to providing counsel in connection with venture and angel capital financings, our attorneys serve as general counsel to emerging companies ranging from technology-based companies such as bioinformatics, biotechnology, consumer electronics, chemical, cleantech/greentech/alternative energy, defense, e-learning, engineering, gaming, high-tech manufacturing and assembly, internet (including internet retailing), medical device, medical equipment, software development (such as medical, financial and engineering software), media, nanotechnology, pharmaceutical, research and development, security, SaaS, software consulting, systems integration, and wireless and telecommunications companies, to traditional companies such as manufacturing, retailing, distribution and service companies.

Our distinctive strengths include:

  • Entity formation/conversion and related tax advice.
  • Coaching and positioning companies for investment by institutional venture capital providers or angel investors, including advice concerning the most advantageous capital structure and form of entity; reviewing business plans; refining business models; preparation for due diligence; employment and loyalty agreements for key employees; designing stock option and other incentive compensation arrangements; and identifying and protecting intellectual property.
  • Strategic introductions to venture capitalists, angel investors, investment bankers, accountants, and other service providers.
  • Advising officers, directors and managers regarding fiduciary duties and other corporate governance matters in the context of a private equity transaction.
  • Structuring offering terms for equity and debt investments, including advice regarding tax and federal and state securities issues.
  • Negotiating, preparing, and reviewing all documents associated with venture capital investments, including term sheets, offering memoranda, subscription and purchase agreements, registration rights agreements, investors’ rights agreements, buy-sell and shareholder agreements, operating agreements, preferred equity terms, and bridge loans.
  • Assisting in the due diligence process and advising on substantive issues that arise in due diligence, including, but not limited to, franchise, licensing, tax, securities, intellectual property, litigation, employment and employee benefits matters.
  • Advice in connection with such pre-closing and post-closing issues as executive employment agreements, corporate governance, conflicts of interest, protection of intellectual property, non-competes and incentive compensation arrangements, including stock options, restricted stock, phantom equity and bonus arrangements.
  • Advice in connection with the structuring and timing of “liquidity events,” including company sales, mergers, initial public offerings, ESOPs and partial sale transactions.

During the life cycle of an emerging technology or life science company leading up to a liquidity event, our attorneys regularly serve as trusted advisors in connection with growth strategies, including strategic alliance arrangements such as joint ventures, co-marketing, co-development, licensing, distribution, teaming, contract manufacturing, and research and development agreements. In addition, in collaboration with other LeClairRyan attorneys, our venture capital attorneys provide advice concerning the entire spectrum of legal issues that may arise during the lifespan of an emerging company, including litigation, tax, real estate, and wealth transfer issues.

Contact

  • 804.343.4381