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- Charitable Sector
- Class Action Defense
- Corporate & Business Transactions
- Economic Recovery
- Employee Benefits & Executive Compensation
- Employee Stock Ownership Plans (ESOP)
- Entertainment & New Media
- Entertainment Litigation
- Environmental Law
- Fashion Industry
- Homeland Security & Regulation
- Immigration
- Intellectual Property & Technology
- International Trade
- Labor & Employment
- Litigation
- Real Estate
- Restructuring & Bankruptcy
- Tax
- Trusts & Estates
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CORPORATE & BUSINESS TRANSACTIONS |
Corporate & Business Transactions Attorneys:
The Corporate Department represents foreign and domestic clients ranging in size from Fortune 100 companies to individual entrepreneurs in a broad range of corporate, financial, securities, and real estate transactions.
CORE SERVICES
Corporate Governance
Senior management and boards of directors, compensation committees, and audit committees of public companies.
- Guidance: Senior management and boards of directors, compensation committees, and audit committees of public companies.
- Compensation: Executive compensation, equity-based compensation plans, and Section 16 analysis.
- Risk Management: Director and officer liability issues.
- SEC Compliance: Public disclosure obligations (including new obligations under the Sarbanes-Oxley Act), shareholder communications, proxy voting, and shareholder proposals. Director and officer liability issues. Executive compensation, equity-based compensation plans, and Section 16 analysis.
Mergers & Acquisitions
Public and private enterprises, including negotiated transactions, tender offers, and proxy contests; representing both buyers and sellers.
- Acquisitions: Public and private enterprises, including negotiated transactions, tender offers, and proxy contests; representing both buyers and sellers.
- Mergers: Stock and cash transactions (including tender offers).
- Diligence: Intellectual property, real estate, and other liabilities due diligence.
- Corporate roll-ups.
Securities
Negotiated transactions, tender offers, proxy contests, and related Hart-Scott-Rodino antitrust filings.
- Public and Private Acquisitions: Negotiated transactions, tender offers, proxy contests, and related Hart-Scott-Rodino antitrust filings.
- Buyouts: Management buyouts, leveraged buyouts, corporate restructurings, and loan workouts.
- Offerings: Initial and secondary public equity and debt offerings and private placements.
- Compliance: SEC periodic reporting and other securities law compliance issues related to broker-dealers and issuers.
ESOP Services
- Design and implement ESOP transactions to accomplish liquidity and exit objectives; shareholder buy-outs, corporate acquisitions and employee motivation.
- Stock purchases and sales.
- Corporate succession planning; estate planning; corporate financings; mergers and acquisitions; hostile takeover defenses.
- Use in corporate acquisitions to obtain better purchase price through tax benefits to selling shareholders.
- Coordinate project with client's other advisors, such as stock appraiser, accountant, and plan administrator
- Consultation on day-to-day operational issues, such as coordination with other plans, stock appraisal, corporate governance, distribution and repurchase obligation and other administrative issues.
- See our Tax Practice description for a more complete summary of our ESOP services.
Asset Securitization
- Asset securitizations using automobile loans, boat loans, recreational vehicle loans, and contract rights.
- Public offerings and private placements, on- and off-balance sheet structures, and single-issuer revolving warehouse commercial paper conduits.
Banking Finance
Secured and unsecured debt financings.
- Finance: Secured and unsecured debt financings.
- Compliance: Banking and other financial industry compliance matters, including issuance of securities, creation of special-purpose subsidiaries, and application for approvals to engage in new lines of business.
- Transactions: Project finance, capital leasing, and other financing transactions, including tax planning, regulatory, and environmental matters.
- Restructurings and reorganizations.
Media Finance
Secured and unsecured on behalf of domestic and foreign banks, other financial institutions, and independent motion picture production companies as lenders and borrowers in media, film, television, and software lending/borrowing.
- Debt Financings: Secured and unsecured on behalf of domestic and foreign banks, other financial institutions, and independent motion picture production companies as lenders and borrowers in media, film, television, and software lending/borrowing.
- Secured Financings: Multimillion-dollar loan obligations secured primarily by copyrights, patents, trademarks, and related accounts receivable.
Security Alarm, Integration and Homeland Security
Mergers and acquisitions, securities offerings, financings, consumer contracts, licensing and regulatory matters, intellectual property rights, and labor and employment issues.
- Security Alarm and Guard Industry Operations: Mergers and acquisitions, securities offerings, financings, consumer contracts, licensing and regulatory matters, intellectual property rights, and labor and employment issues.
- Homeland Security: Advise and assist foreign and domestic companies in the security, manufacturing, trade and defense industries regarding government contracts and financings as well as mergers and acquisitions, licensing and regulatory matters.
- Trade Associations: Representation of security alarm industry associations and trade groups.
Representative Corporate Governance Matters 
Serve as independent counsel to a special project committee comprised of members of the board of directors and formed to manage issues relating to acquisition of this billion-dollar-plus company.
Serve as general counsel and governance counsel to an educational non-profit that brings charter schools to under-served communities within the Los Angeles Unified School District.
Representative Mergers & Acquisitions Matters
Represented a major video game development company in the negotiation of an asset purchase transaction with a Fortune 500 global entertainment company. The deal was valued at over $30 million with the possibility of additional amounts based on an incentive agreement.
Represented the acquirer in a $500 million acquisition of a security and alarm company. This is the largest acquisition to date within this industry.
Completed a series of acquisitions for a buyer that allowed it to expand its corporate operations into Arizona.
Represented the owners of a regional retail securities brokerage firm in connection with the sale of that business for in excess of $100 million.
Representative Security Alarm, Integration and Homeland Security Matters
Represented security alarm companies in the U.S. and abroad, (purchasers and sellers), in nearly every major M&A transaction in the past decade.
Counseled one of the largest security alarm companies in the United States in its IPO and numerous acquisitions, having an aggregate value in excess of $1.5 billion.
Counseled client in negotiating and dealing with the Department of Homeland Security.
Represented numerous alarm companies in acquisition and sale of assets and stock in excess of $1 billion.
Representative Securities Matters
Handled initial public offering of more than $75 million of common stock for a consumer finance company and subsequent public offering of an additional $35 million of common stock.
Represented London Stock Exchange listed company in $300-million tender offer for all of the shares of a NASDAQ/NNM Corporation and subsequent "going private" merger.
Represented NYSE listed company in public offering of $148 million of additional common stock and the concurrent private placement of $23 million of common stock to affiliates of the issuer.
Representative Asset Securitization Matters
We are consistently one of the leading firms representing issuers of publicly registered asset-backed securities, having represented the issuers in 52 transactions of in excess of $60 billion of such securities. We have also acted as both issuer's and acquirer's counsel in private placements of asset-backed securities.
Represented the issuer, in multiple public offerings, of almost $6 billion annually of automobile receivable-backed securities.
Spearheaded development and documentation of structure permitting warehousing and securitization of recurring revenues from executory consumer contracts, providing potential benefits to companies in variety of industries that generate a recurring predictable revenue stream.
Representative Banking Finance Matters
Structured, negotiated and documented financing of a cogeneration facility.
Represented federal savings association in its issuance of $150 million of subordinated debentures and their qualification with the Office of Thrift Supervision as supplementary capital and in application to the Office of Thrift Supervision for authority to directly underwrite credit life and disability insurance.
Representative Media Finance Matters
Structured $200 million per year investment in program funding for network to leverage the acquisition of programming with a total production value in excess of $1 billion.
Negotiated a joint venture to establish a new production/financing/distribution entity involving $150 million in funding.
Represented major Japanese distribution company on film acquisitions on films ranging from tiny independent films to major films with budgets over $100,000,000.
Related Practice Areas
News
- MS&K Represents California Republic Bank in its Initial Securitization of Nearly $183 Million of Prime Auto Loans
Corporate Partner Andrew Katz led the MS&K team in assisting California Republic Bank, Newport Beach, California, with its first securitization transaction in which $186.56 million in notes and $13.5 million of trust certificates backed by the Bank's auto loans were sold to qualified institutional buyers in a private offering which closed November 8, 2012.
- Two More Of Counsels Join MS&K in LA
Adam R. Mehr, former EVP, Business Affairs and General Counsel of Gold Circle Films, has joined MS&K's Entertainment & New Media and Corporate & Business Transactions practices. Ariel D. Weindling, former Of Counsel to Littler Mendelson, has joined MS&K's Corporate & Business Transactions, Labor & Employment, and International practice groups.
- MS&K Attorneys Named to New York Super Lawyers 2012
Six MS&K attorneys have been selected for inclusion in the 2012 New York Super Lawyers, which recognizes the top 5% of lawyers in New York: Gerald Hathaway, Employment Litigation; Christine Lepera, Entertainment & Sports; Paul Licalsi and Jane Stevens, Intellectual Property Litigation; and Paul Montclare and Lauren Wachtler, Business Litigation.
- » All Related News
MS&K Alerts
- Secured Creditors’ Right to Credit Bid Upheld by the Supreme Court, MS&K Corporate Alert
By Mary D. Lane (April 2013)
In a short opinion for what it considered an “easy case”, the Supreme Court decided 8-0 in RadLAX Gateway Hotel, LLC v. Amalgamated Bank on May 29, 2012 that if a plan of reorganization proposes a sale of property, secured lenders with liens on that property must be allowed to credit bid, i.e., “pay” using the amount of their allowed secured claim. This is a definite victory for secured lenders who, generally, will now not have to advance additional capital in order to protect their collateral.
- What a Trademark Licensee Can Do to Improve Its Chances of Retaining Its Trademark Rights After the Licensor Files Bankruptcy, MS&K Corporate Alert
By Mary D. Lane (March 2013)
Fashion industry licensees invest substantial sums in reliance on their license rights. Bankrupt licensors have been able to convince courts they can “reject” licenses and, when so doing, thereby cause licensees’ trademark rights to vaporize. Here we discuss why and what a licensee can do.
- Supreme Court: Medicare Disproportionate Share Hospital Providers Denied Right to Correct Reimbursement After Government’s Methodological Error Revealed, MS&K Corporate Alert
By Mary D. Lane (January 2013)
The Medicare Disproportionate Share Hospital Program (“DSH”) is a program under which hospitals that serve a disproportionate share of low-income patients receive additional reimbursement from the Centers for Medicare & Medicaid Services (CMS). An estimate of the adjustment is paid as care is provided and “trued up” annually, through submission of a Medicare Cost Report. The Report is typically audited by a fiscal intermediary (“FI”) acting on the government’s behalf, who notifies the hospital of its approved payment with a Notice of Program Reimbursement.
- » All Related MS&K Alerts
