CORPORATE FINANCE AND SECURITIES: DESCRIPTION

MLA's Corporate Finance and Securities lawyers assist our clients in all aspects of capital structuring and financing. We provide advice on public offerings, private placements, shareholder rights, anti-takeover measures, board issues, securities disputes, limited partnership syndications, investment and growth strategies and credit transactions. We currently represent investment banks, capital providers, publicly held companies and privately held businesses.

We represent both issuers and investment banking firms in public offerings aggregating several billion dollars annually. These offerings are of debt, equity and derivative securities and may be primary offerings or resale offerings into the secondary markets. We also represent issuers, placement agents, underwriters, or investor groups in several billion dollars of private offering annually. In these matters, we:

• Assist in securing financing
• Perform due diligence investigations; including a compliance audit of governance, corporate and capital structures and benefit plans
• Design and implement corporate, capital and governance restructuring programs necessary for entry into the public financial markets
• Redesign and amend benefit plans
• Prepare prospectus and other offering materials
• Prepare and negotiate necessary restrictions of securities with the U.S. Securities and Exchange Commission and other regulators
• Negotiate underwriting agreements
• Handle blue sky matters
• Prepare and file NYSE and NASDAQ and listing applications
• Prepare and negotiate registrations of securities under equity-based plans

Our corporate finance lawyers also represent both acquiring and target entities in negotiating and effecting mergers, acquisitions, tender offers, exchange offers and roll-up transactions which require registrations, proxy solicitations and other negotiations with regulators or other actions under the federal, state and securities law.

We closely counsel our public clients on shareholder rights plans and other strategic anti-takeover mechanisms and the implementation of these defensive measures. Working regularly with our litigation lawyers, we help clients resolve an array of securities disputes including cases arising from stock price collapse, defaulted bond issues, limited partnership syndications and investment and growth strategies.

Our lawyers represent our clients in negotiating a variety of credit facilities with banks and other lenders, including asset-based lenders as well as domestic and international private placements of equity, debt and convertible debt instruments.