Overview

Our Corporate Transactions & Securities practice group represents a wide range of emerging and established businesses, including publicly traded companies, private companies and their owners, and investment companies and advisers in their most important transactions. We have extensive experience handling complex mergers and acquisitions, including both large and middle-market deals, as well as multinational transactions. Our broad experience across many industries increases our effectiveness in helping our clients accomplish their goals.

Our securities practice includes initial public offerings and other public debt and equity offerings, representing both issuers and underwriters. We advise on public and private company governance issues. We represent venture capital and private equity funds as well as other private investors on a full range of fund formation, private securities transactions and related corporate transactions. Our investment management group provides a full range of services to registered mutual funds, investment advisers and hedge funds, including fund formation and regulatory issues.

Additional information and representative matters follow.

Mergers & Acquisitions

We have completed M&A transactions using a variety of deal structures, including purchases of stock or assets, mergers and consolidations, tender offers, and joint ventures. Some of these transactions resulted from negotiations between two parties, while others involved multi-party transactions or auctions. The consideration involved in these transactions has included both cash and stock (in private placements as well as registered offerings).

Government Contracting Services

Our Government Contracting practice focuses on a variety of legal issues relating to government contract law. We work with clients on matters involving the Department of Defense, Department of Energy, General Services Administration, EPA, Department of State and Small Business Administration. We provide government contractors with comprehensive legal services, including:

Corporate Transactions Relating to Government Contractors

Mergers, acquisitions, divestitures, joint ventures and teaming in the government contracts area present many issues involved in typical M&A transactions as well as considerations associated with government contracts, including:

  • MBE/WBE, Small Business, Service Disabled and other participation programs
  • Ownership by non-U.S. persons and Exon-Florio submissions
  • Due diligence
  • Maintenance of security clearances
  • Contract novation
  • Cost recovery limitations
  • Security requirements
  • Conflicts of interest
  • Transfer and use of intellectual property and technical data rights
Contracts

We assist our clients in contract formation and post-award matters, including:

  • Responses to invitations for bids, RFPs or RFQs, and other solicitations
  • FAR and DFAR interpretation and compliance
  • Contract warranties, invoicing and cost principles
  • Contract changes and terminations
  • Suspensions of work, delay and acceleration
  • Defective specifications
  • Overdue payments
  • Technical data and intellectual property rights ownership and protection
  • Prime contractor-subcontractor disputes
  • Claims preparation and litigation before the GAO, procuring agencies, the Armed Services Board of Contract Appeals, the U.S. Court of Federal Claims, and other federal and state courts
Whistleblower, Fraud Investigations & Suspension/Debarment Actions

We have experience advising clients on internal and government investigations and audits and defending allegations concerning fraud, including:

  • False Claims Act actions
  • Qui Tam actions
  • Grand jury proceedings
  • Government audits and procurement fraud investigations
  • Proceedings concerning suspension and disbarment from government contracting
Global Sourcing & Procurement (GSP) Practice

We represent businesses of all sizes from diverse industries regarding the sourcing and procurement of onshore and offshore third-party solutions. Rapid growth in digital and broadband communication technologies and raised global awareness of U.S. intellectual property rights have made sourcing an international area of focus. Our experience extends to supply chain management, demand management and Six Sigma business process methodologies. We offer in-depth, cutting-edge experience in telecommunications, wireless, broadband and other technology-driven industries. And, because we follow trends and technological advances closely, we keep our clients ahead of this ever-extending curve.

GSP Representative Matters
Sourcing
  • Representing an energy distribution company in a transaction to outsource construction and operation of energy equipment in Pennsylvania.
  • Representing an energy distribution company in a transaction to provide management, operation and maintenance services for energy facility in New York.
  • Developing sourcing form agreements for a steel company for use in ongoing procurement of capital equipment and other related services.
  • Representing a shipping company in sourcing roadside assistance services.
  • Representing an international paper pigments group in sourcing all chemicals management and supplies services.
  • Representing a Fortune 500 manufacturer in its U.S. outsourcing of all maintenance, repair and operations (MRO) procurement for multimillion-dollar multidivisional sourcing.
  • Representing a Fortune 100 company in its outsourcing of excess and obsolete equipment reallocation both internally, through use of a national reseller’s Web-based applications, and the sale and disposal of equipment externally via auctions.
  • Representing a national paper manufacturer in its outsourcing of procurement for MRO and other noncore products.
  • Representing a chemical company in joint ventures involving more than 10 industrial facilities in five U.S. states and Canada, including development of shared (co-sourcing) services agreements.
Public-Private Sector Sourcing Transactions
  • Serving as counsel to an interagency (county and municipal) governmental body in the sourcing of water rights to various jurisdictions.
  • Representing a private provider of wastewater treatment services in the provision of services to multiple county and municipal users.
  • Representing numerous providers of technology-driven solutions in sourcing solutions and systems to government agencies on a licensed basis.
Technology and IT Sourcing & Procurement
  • Representing multiple clients, both licensees and licensors as well as co-developers, in negotiating software licensing and services arrangements.
  • Representing a global metals company in a strategic IT-sourcing project.
Logistics, Supply Chain & Distribution Channel Sourcing
  • Representing an international chemical company in developing exclusive supply and distribution relationships with major chemical suppliers.
  • Representing a variety of suppliers and manufacturers in the establishment of contract (toll) manufacturing agreements.
  • Advising on development and refinement of procurement and internal control processes and documentation, including implementation of related electronic records management systems.
  • Assisting private- and public-sector clients in developing procurement and sourcing protocols and procedures to reduce net costs to clients, streamline competitive bidding processes, eliminate internal inconsistencies and limit time and expense in negotiations.