Corporate and Securities

Anderson Kill’s Corporate and Securities practice provides experienced lawyers who deliver solutions with personalized focus, efficient staffing, and seasoned leadership to effect transactions with substantial benefits for our clients. Our practice is distinctive: we offer capabilities across a unique range of international legal issues, corporate restructuring, complex transactional and corporate governance and cross border legal matters. We continue to build our reputation as a knowledgeable, client service-oriented practice composed of senior, experienced business lawyers with a hands-on and flexible approach.

We assist clients in areas such as business organization; capitalization and operations (including contractual arrangements with employees, management and independent contractors, investment banking and financial advisors); supply, distribution and dealership agreements; SEC and antitrust regulatory compliance (including environmental laws); stock incentive and other compensation plans; transfer of family assets; corporate tax planning; licensing of technology, intellectual property and other proprietary rights and license negotiations and acquisition of patents and patent applications; investor and banking relationships; voting and other stockholder agreements; duties and liabilities of officers and directors; and debt collection.

Our clients operate in industries such as financial services, manufacturing, health care and life sciences/pharmaceuticals, professional services, technology, food and alcoholic beverages, retail, entertainment and communications and media.

What Makes Anderson Kill Distinctive?

• We are proactive and seek to anticipate and resolve our clients’ legal needs before they become problems
• Our lawyers analyze potential issues and concerns of which the client may be unaware
• Our practice is closely integrated with the firm’s tax, litigation, bankruptcy and restructuring, intellectual property, real estate, employment, and insurance practice groups to bring the full breadth of our experience in planning and structuring every client business venture and transaction
• Our lawyers bring experience, skill, creativity, and initiative to each project, including large, complex transactions involving many hundreds of millions of dollars, as well as high-tech start-ups
• Our clients know that we continually gain a deeper understanding of their businesses and legal issues with continuity of representation, so we find that clients often retain our services over lengthy periods and for numerous assignments, developing close working relationships with our attorneys
• We provide not only the transactional advice for M&A, joint-ventures, asset sales and dispositions, but we also assist in seeking the appropriate financing for these transactions in line with our clients’ objectives

Mergers and Acquisitions

We have experience in public and private transactions, including highly leveraged transactions and management buyouts. The firm’s attorneys represent buyers, sellers, management and lenders, in both financial and strategic acquisitions. We have advised clients engaging in partial divestitures, swaps, and spin-offs of assets into subsidiary. As a result of Anderson Kill’s related bankruptcy skill set, we have substantial experience in representing clients purchasing businesses or assets out of financially distressed companies both contemplating and in bankruptcy.

Securities

We represent public and private companies in raising capital by public offering or by private placement of debt and equity securities, or in connection with mergers and acquisitions. We are experienced with initial public offerings, secondary offerings and shelf registrations of debt and equity securities, convertible and exchangeable securities, options and warrants, and we have counseled on reverse mergers into publicly-traded shells. The firm also advises our publicly owned clients on reporting matters, proxy issues, and corporate governance matters under federal and state securities laws and Sarbanes-Oxley Act compliance issues.

Corporate Governance

We provide counsel to both public and private corporations and their directors, officers and in-house counsel, and domestic and foreign investors, on corporate governance, director and officer indemnification and insurance, and audit committee responsibilities. Our Insurance Recovery practice has substantial experience in Directors and Officers liability insurance matters.

Hedge Funds and Private Equity

We represent hedge funds and their principals. Our lawyers provide advice in the organization of on-shore and off-shore entities, coordination with off-shore counsel, tax planning, counseling as to and preparation of placement documents and fund investment documents, transfer of venue and reincorporation and regulatory matters.

International Transactional Practice

Anderson Kill represents domestic and international corporations and partnerships in transactional and operational matters. Our attorneys have experience in cross-border transactions which include M&A, multinational business, investment and financial transactions, project finance, joint ventures and distribution, licensing and other commercial agreements for foreign entities with interests in the U.S. and for domestic businesses with overseas components. Our international practitioners provide our clients with thorough understanding and knowledge of international legal systems and business environments, regulatory matters in securities and financial markets, trade and competition.

Issues we address may involve choice of law, forum and language for dispute resolution, strategies for value maintenance of floating currencies, availability of export credits, guarantees and insurance, detention by customs authorities of infringing products, international letters of credit and interfacing with foreign counsel.

Typical examples of cross border matters served by the firm’s corporate attorneys include the representation of:

• Domestic subsidiary importers and distributors of English, Swedish and French motor vehicles
• French automobile engine and marine engine manufacturer in major equipment sales
• Domestic distribution subsidiaries and dealer network for a major French engineered products enterprise group
• U.S. and French and Italian automotive manufacturers in the negotiating and drafting joint-venture agreements between the entities
• U.S. oil company for the finance, construction and operation of a Canadian refinery
• Foreign stockholders in international dry bulk shipping company sale to U.S. public corporation
• Foreign government in U.S. trademark dispute with separate foreign government association
• Foreign government claims in U.S. bankruptcy proceedings
• Foreign government in the organization of a Chamber of Commerce in U.S.
• South American family office in various private equity investments
• Belgian mining company for a joint exploitation agreement with a Mexican entity
• Dutch maker of equipment for deposit of metal substrates in licensing its technology to a U.S. company
• U.S. apparel importer in contract negotiations with its Far East manufacturers
• Italian manufacturer of sophisticated computer-driven metal forming machine tools for the organization of its U.S. subsidiary and its sales contracts for major equipment purchases
• Italian company starting distribution and sales company in U.S.
• Foreign governmental entities in purchasing U.S. real estate
• Panamanian company in arbitration dispute in U.S. over Brazil land company
• Columbian company in sale of Russian stock equity investment
• U.S. marketing subsidiary of a Japanese high-speed precision lathe manufacturer

Financial Services

We represent commercial and institutional lenders including banks, finance companies, life insurance companies, and investment funds engaged in a wide range of corporate and commercial lending transactions including acquisition lending, working capital loans, project finance and trade financing. Anderson Kill’s attorneys are experienced in the organization and operation of lending syndicates and are regularly engaged in transactions involving leveraged mezzanine and subordinated debt with equity positions. We also provide secured lending and asset-based financing services, as well as subordinated debt financing. Anderson Kill regularly represents banking and finance clients in restructurings, workouts and reorganizations, drawing on the deep experience of the firm's bankruptcy and restructuring group as necessary.

Venture Capital and Start-Ups

Venture capital transactions are an important part of the firm’s corporate practice and involve representing domestic and foreign investors in startup and early-stage enterprises, and entrepreneurs in need of capital to support growing ventures. We advise on transaction structures, assist in the preparation of private placement memoranda and draft other transaction documents, and arrange introductions of complementary and supporting parties.

Restructuring, Refinancing, and Reorganizations

Anderson Kill’s reorganization and restructuring attorneys are heavily involved in out-of-court debt restructurings and workouts, “prepackaged” bankruptcies, mergers and acquisitions, and other related transactions involving companies experiencing financial difficulties. The firm has extensive experience in representing bondholders, creditor committees and other constituent groups in connection with Chapter 11 cases. The firm has broad national experience representing every major constituency including senior secured and unsecured lenders, general unsecured creditors, subordinated creditors, and debtors. We also represent issuers engaged in exchange offers as well as lenders and other constituent groups negotiating with bondholders and issuers. The firm has successfully represented bondholder groups in many of the largest national bankruptcy proceedings and exchange offers of the last few years. Anderson Kill’s Bankruptcy and Restructuring practice is a nationally renowned group of experienced lawyers who handle complex restructurings and work closely with our corporate team to ensure our clients’ objectives are met.

Distressed Securities and Claims Trading

We represent institutional and private investors, funds, brokers, and dealers with the structuring, negotiation, documentation, and closing of secondary market transactions in the securities of financially distressed companies and in the claims against private and public companies in the United States and abroad that have sought protection under applicable bankruptcy, insolvency, and liquidation laws. We advise clients on securities laws issues, contractual transfer restrictions, foreign and domestic tax regulations, treatment of claims in plans of reorganization and liquidation, bankruptcy law issues and related investment risks and other considerations. The transactions executed by our claims trading attorneys have involved equity interests, limited partnership interests, foreign and domestic bank debt, Euro and domestic commercial paper, lease rejection claims, and other trade creditor claims.

Corporate and Finance Litigation

Anderson Kill’s corporate litigation attorneys have successfully represented corporations in disputes and litigation relating to M&A transactions, including shareholder derivative and class action litigation arising out of contests for corporate control. In addition, Anderson Kill’s corporate attorneys also represent their clients in the investment management and private equity industry disputes. With substantial experience in the securities industry and in the derivatives markets, Anderson Kill is able to provide experienced corporate and litigation advice to emerging financial services companies related to their investments, asset backed securities, collateral loan obligations and subprime mortgages.

Anderson Kill attorneys also represent their business clients in investigations and enforcement actions brought by the SEC or other regulators.

Partnership and Limited Liability Company Law

We have broad experience assisting clients in the formation and representation of general and limited partnerships and limited liability companies for all types of transactions including investment partnerships, funds, and real estate matters. We also provide advice on conversions of partnerships into limited liability companies. We have deep qualifications in joint venture transactions, formation of investment groups with respect to merger and acquisition transactions, restructuring, refinancing, and reorganizations.

Captive Insurance Companies

Our lawyers are experienced in the organization and operation of captive insurance companies included within a controlled corporate group or serving otherwise unaffiliated entities. Our representation has involved advising on choice of domestic or off-shore venue for the captive, and on compliance with the Internal Revenue Code for insurance company treatment and obtaining potential exemptions; reviewing its business plan against local regulatory requirements and counseling on organization, funding and governance matters; and structuring contractual relationships with both affiliated parties and third parties. For more information, go to Alternative Risk and Captive Insurance Companies Services.