CORPORATE AND SECURITIES

Patrick Henry’s Corporate/Securities Group advises corporations, partnerships, REITs, limited liability companies and partnerships, and other business entities in all aspects relating to their formation, financing and operation, including compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and other federal and state securities laws, as well as state corporate and partnership law.  Our attorneys have represented clients in connection with:

• primary and secondary public offerings of equity and debt securities, including complex preferred stock offerings, including concurrent U.S. and international offerings Rule 144A high yield debt offerings
• mergers, share exchanges, consolidations and acquisitions
• private placements of equity and debt securities, including limited liability company membership interests and partnership interests
• venture capital financing
• joint ventures
• recapitalizations, reorganizations and credit financings
• REITs, REMICs, asset-backed securitizations and conduit financings
• UP/REIT and other rollup transactions on behalf of issuers and other participants
• asset acquisitions and dispositions
• going private transactions
• tender offers and tender offer financings
• government contracts

The Group’s attorneys assist our public clients in complying with the SEC’s rules and regulations concerning periodic reporting, short-swing trading and proxy solicitation.  We also represent clients in satisfying the listing requirements of the American Stock Exchange and Nasdaq.

The Firm’s corporate and securities clients include emerging businesses, start-up ventures and minority business enterprises, in a variety of industries including telecommunications, computing and software, information technology, real estate and financial institutions in many major cities.

The Corporate/Securities Group works with attorneys in the firm’s real estate, environmental, commercial, tax, antitrust and employment practices, as well as regulated industries practices, such as telecommunications and utilities, to offer comprehensive representation of our clients as we assist them in concluding transactions swiftly and successfully.

Our overriding goal is to orchestrate the delivery of legal services in different disciplines effectively and efficiently. Structuring sophisticated transactions and agreements requires a coordinator that has experience, knowledge and creativity, a role which we are well equipped to handle. We know the key issues, and are therefore able to anticipate problems and devise solutions.  Patrick Henry is a cost-effective provider of high-quality corporate and securities legal services. We listen carefully to what our clients want to accomplish and work closely with them in achieving their objectives. Our lawyers also pride themselves on working together effectively as a team to serve our clients’ needs. We seek to avoid needless or poorly focused work and to control the number of lawyers working on projects and attending meetings and conferences. In short, we are committed to handling our clients’ legal work correctly, efficiently and timely.

The Firm’s securities experience also extends to private placements, venture capital investments, traditional and leveraged acquisitions, tender and exchange offers, going private transactions, dispositions, work-outs, defensive structuring, SEC enforcement actions, and international securities transactions. Other areas include the representation of start-up and other businesses in the negotiation and structuring of joint venture, limited partnership, shareholders’, employment, non-competition, franchise, distributor, and other agreements.

Our Corporate and Securities services include:

• Private Placement/Offering Memorandum
• Term Sheets
• Reg. D and Blue Sky Compliance
• Public Offering Registration
• Registration Statements
• Underwriter Agreements
• SEC Communications
• NASD Communications
• Stock Exchange Listings
• Blue Sky Compliance
• SEC and NASD Compliance
• Periodic Reporting: Forms 10-Q, 10-K, and 8-K
• Shareholder Reporting: Forms 3 and 4; Schedules 13-D & 13-G
• Proxy Statements and Annual Meetings
• Rule 144A Issuance & Transfer
• Rule 144 Resale
• Insider Trading Programs
• Private Debt Financing
• Equipment Leasing and Financing
• Bank Lending
• Subordination Agreements

Venture Capital

• Venture Capital Fund Contracts
• Stock Purchase and Investment Agreements
• Debt v. Equity Issues
• Preferred Stock and Debt Terms
• Convertible Securities
• Warrants
• Registration Rights Agreements
• Stock Repurchase Agreements

Our General Corporate services include:

General Corporate

• Incorporation
• Shareholder and Director Resolutions
• Recapitalizations
• Stock Splits and Dividends
• Stock Redemptions
• Employment Agreements
• Nondisclosure/Non-competition Agreements
• Management and Consulting Agreements
• Liquidations and Dissolutions
• Reincorporations
• Dissenters Rights
• Foreign State Qualifications
• State and Federal Government Regulation

Shareholder Representation

• Agreements
• Proxies
• Voting Trust Agreements
• Stock Pledge Agreements
• Shareholder Dispute Resolution
• Preemptive Rights and Anti-dilution
• Planning and Conducting Shareholder Meetings
• Minority Shareholder Representation

Board of Director Representation

• Indemnification Agreements
• Planning and Conducting Board Meetings
• Counseling to Independent Directors
• Analysis of Financing Obligations
• Assistance in Obtaining Independent Directors
• Assistance in Obtaining Fairness Opinions

Mergers & Acquisitions

• Letters of Intent
• Asset Purchases
• Stock Purchases
• Merger Agreements
• Confidentiality and Standstill Agreements
• Due Diligence Investigations
• Proxy Statement Preparation
• Legal Opinions
• Acquisition Tax Issues
• Poison Pills and Anti-Takeover Counseling

Antitrust and Trade Regulations

• Hart-Scott-Rodino Act Compliance
• Defense of Acquisitions & Mergers
• Counseling
• Litigation

Intellectual Property

• Software Agreements
• License Agreements
• Maintenance/Support Agreements
• Trademark Registration and Compliance
• Acquisition Due Diligence

Executive Compensation

• Executive Compensation Planning
• Stock Option Plans
• Restricted Stock Plans
• Incentive Bonus Arrangements
• Deferred Compensation Plans
• Pension and Profit Sharing Plans

Partnerships, REITs and Joint Ventures

• Limited Partnership Agreements
• Joint Venture Agreements
• General Partnership Agreements
• Purchase/Sale of Partnership Interests
• REITs and Publicly Traded Partnerships
• UPREIT Transactions
• Limited Partnership Reorganization
• Partnership Mergers
• Partner Dispute Resolution
• Partnership Management
• International Partners
• Buy-Sell Agreements
• Dissolutions and Liquidations