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Corporate & Securities
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Michael Poster
T. 212.730.7700
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The reach of M&R’s Corporate & Securities Practice Group spans industries and borders. We represent a domestic and international clientele in transactions in several sectors – Advertising & Digital Media, Banking & Financial Services, Consumer Products, Entertainment & Music, Health Care, Hospitality, Insurance, Real Estate and Retail & Apparel, among them. These deals range from routine financings to highly complex acquisitions. Likewise, our transactional team guides clients through the life cycle of their businesses, routinely handling entity formation and then providing advice and counsel regarding day-to-day operations, expansion and ultimately sales, mergers or other liquidity events.

The firm’s corporate client base benefits from our multi-disciplined approach to client service – complementing the work of the Corporate & Securities Practice Group are the firm’s class action and commercial and business litigators as well as our cybersecurity & privacy, environmental, insurance, intellectual property, labor and employment, regulatory, real estate and tax lawyers. Thus, whatever our corporate clients’ needs or business objectives may be, M&R truly is a one-stop shop for creative, results-driven and industry-focused legal work.

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Areas Of Expertise

  • Corporate Finance & Securities

    Corporate finance transactions, including debt, equity, convertible and exchangeable securities offerings, fall squarely within the firm’s wheelhouse. We routinely negotiate and draft the legal documentation (e.g., private placement memoranda and subscription agreements, etc.) necessary to implement such capital transactions.

    When it comes to our clients’ efforts to raise capital, improve capital structure or increase shareholder value, we listen carefully and execute effective strategies to achieve their stated goals. Toward that end, M&R structures multiple classes of equity for corporations, limited liability companies and limited partnerships; prepares sophisticated documentation involving shareholder and member rights (including voting arrangements, anti-dilution protection, rights of first refusal, put and call rights and "tag-along" and "drag-along" provisions); provides advice with respect to equity-based compensation plans and profit-sharing arrangements; and assists with the issuance and exercise of stock options, profits interests and phantom equity rights.

  • Emerging Companies

    By virtue of M&R’s outstanding relationships with angel investors, venture capital groups, hedge and private equity funds and investment bankers, we are able to identify appropriate financing sources to help emerging business clients secure adequate funding. In addition, the firm leverages the expertise of our other practice groups to protect the intellectual property of our emerging company partners, to properly address their technology and licensing issues, and to avail them of legal advice pertaining to product development, marketing, distribution, strategic alliances, employment (including executive compensation), taxation and litigation matters.

  • Entity Formation

    M&R assists clients in the formation, restructuring, disposition and, when necessary, the orderly dissolution of corporations, limited liability companies and partnerships (general and limited). In terms of entity formation, we draft organizational documents that contemplate the complexities of multiple classes of ownership and economic preferences, and prepare shareholder and operating agreements that set forth “super majority” and other voting arrangements, equity transfer restrictions, stock registration rights, standstill provisions, anti-dilution protection, rights of first refusal, put and call rights, and "tag-along" and "drag-along" provisions.

  • Joint Ventures & Strategic Alliances

    The firm represents companies in all aspects of domestic and cross-border strategic alliances and joint ventures – from formation to disposition – including financing, governance and operation. In so doing, we assess the benefits and risks of forming such business entities, always taking into account taxation and other legal issues. And when it comes time to sell, liquidate or otherwise dissolve a strategic alliance or joint venture, M&R advises on intellectual property and licensing ownership, confidentiality and non-competition agreements, and the division of territories, customers and employees, among other things.

  • Mergers & Acquisitions

    Our corporate attorneys have handled hundreds of M&A transactions worth billions of dollars in the aggregate. Many of the firm’s representative deals, which have impacted several different industries, have been highly complex. In fact, some have contemplated simultaneous acquisitions of multiple businesses, private placements of multiple classes of equity, establishment of senior credit facilities and execution of several senior management agreements. Others have involved joint ventures, strategic alliances, spin-offs and cross-border deals. Of note, the firm, which represents both acquirers and sellers, has a particular expertise in leveraged, private-equity sponsored roll-ups of businesses. We are also adept at drafting and negotiating indications of interest, letters of intent, non-disclosure, merger and stock and asset purchase agreements.

  • Private Equity, Funds & Venture Capital

    We advise private equity, venture capital and other private investment funds in all aspects of their operations and to optimize tax and investment goals in connection with fund formation. For example, the firm works with clients to structure, negotiate and execute equity investment transactions (leveraged and management buyouts, platform and add-on acquisitions, etc.). On the other end of the spectrum, M&R helps clients plan and execute appropriate exit strategies for their investment properties, whether through mergers, privately negotiated dispositions, auction sales, strategic alliances, recapitalizations or public offerings.

Acquisition Program – Initial Transaction: Acted as lead acquisition counsel in four leveraged, private equity sponsored roll-up programs, resulting in portfolio companies valued in excess of $1 billion. The “anchor” transaction in one program involved a closely held entity valued at $100+ million, with purchase price consideration consisting of cash, participating equity and subordinated seller “earn outs.”

Acquisition: Represented a leading insurance broker in the $120 million acquisition of the retail distribution division of a publicly traded insurance holding company, which transaction involved the acquisition of several subsidiaries and subsidiary assets.

Acquisition: Assisted biotech client in its sale to a large European Private Equity fund in a deal valued in excess of $300 million. Led the transaction from term sheet to closing, including obtaining the approval from all 60-plus shareholders. Assisted the company in a spin-out of ancillary business assets not acquired by purchaser in advance of transaction closing.

Acquisition: Assisted client in the online cannabis paraphernalia business in its merger with a larger industry player in advance of the combined companies making a Canadian public listing. Advised client in connection with certain protective rights related to the post-merger operations.

Acquisition: Assisted solar company in the sale of business to a private equity backed acquirer. Advised client and shareholders to create most efficient tax structure for transaction in coordination with tax counsel, including contribution of equity interests in acquirer.

Acquisition: Successfully advised India’s largest media company in its acquisition of a group of U.S. and offshore companies to purchase various television distribution rights to international cricket leagues. Helped client determine the most efficient manner of acquiring the various companies and assisted in structuring the U.S. operations post-acquisition. Handled all aspects of the transaction from negotiation of the term sheet to documentation of the various deal documents.

Asset Purchase: Represented the purchaser in a split acquisition of the assets of a high-profile Michelin-starred restaurant. The deal required bankruptcy court approval of sale for a portion of the assets that were subsequently aligned with other assets acquired by another entity, as well as structuring of the acquiring entity and counseling of the principals through funding.

Complex Governance Agreements: Drafted complex governance agreements in connection with an Arctic opportunity and affiliated advocacy groups, together with subscription and employment agreements, private placement memorandum and governance documents for related private equity funds. Also prepared securities compliance filings involving federal securities and blue-sky laws.

Corporate Restructuring: Assisted Hong Kong-based company with a restructuring to “flip” to U.S. corporate entity in advance of seed funding in the U.S. On the eve of seed funding close, negotiated a buy-out of one of the founding shareholders to avoid disruption to funding.

Disposition: Represented a European-based consumer products manufacturer and distributor in the restructuring of the company’s international retail operations.

Financing: Represented a major New York-based commercial real estate developer in the financing of the construction of a Medicaid-reimbursed assisted living facility, a transaction involving the EB-5 Immigrant Investor Program and valued in excess of $40 million.

Financing: Assisted gaming company in its seed funding and subsequent Series A financing. In advance of seed funding, advised and assisted client in its restructuring of LLC entity to corporate entity and in reorganizing the international operations to facilitate funding.

Financing: Assisted security analytics and operations management technology company in its $29 million Series A financing from both domestic and international investors. Advised client in pre-investment corporate restructuring.

Financing: Assisted cloud access governance technology company in its $40 million Series A financing, which involved both direct and secondary investment. Helped tnegotiate and document all aspects of the investment.

Health Care HUD Refinancing: Closed the largest HUD-insured loan ever on a single building in the United States. The loan, having a principal amount of $126,925,400, was in connection with the refinancing of health care facility in New York City. Notably, the refinance transaction was threatened at the 11thhour given a Certificate of Occupancy issue. Nevertheless, after days of diligent research and negotiation by our attorneys, the matter was resolved and the closing was able to proceed as scheduled.

Joint Ventures & Strategic Alliances: Represented an entertainment-focused bank in its joint venture and strategic alliance with a music touring-related SAAS company to develop a platform for financing music touring and live performances.

Lending: Assisted client in multiple refinancings of its real estate portfolio valued in excess of $500 million under mortgages insured by the Department of Housing and Urban Development (HUD) multi-family financing program.

Lending: Structured and closed a $3 million credit facility on behalf of a private lender secured against both domestic and international assets of borrower. Negotiated and drafted all loan and security documents.

Market Timing/Late Day Trading: Advised the board of directors of a mutual fund in advance of a wave of prosecutions related to market timing and late day trading. As a consequence, our client was one of the few similarly situated entities not prosecuted, and its assets grew to $70 billion.

Mutual Fund: Negotiated the merger of two multi-billion dollar mutual fund complexes. 

Mutual Fund: Represented the board of directors of a mutual fund relative to the termination of an advisory contract with an underperforming advisor and the hiring of a successor adviser with superior investment performance.

Private Equity Roll-Up: Represented a private equity sponsor in its roll-up of several telecommunication businesses that provided network engineering and technical services, supported one- and two-way wireless technologies and maintained tower sites.

Restaurant Formation: Structured and formed several restaurant businesses, including single purpose and multi-unit holding and operating entities. Counseled restaurant owners and operators on financing; secured licensing (alcohol), furniture, fixtures and equipment; and negotiated and drafted executive compensation, management and consulting and licensing agreements.

Structured Financing: Represented a leading aviation services platform and top ten charter operator in a refinancing transaction resulting in it raising $60 million in equity and debt to fund a number of strategic initiatives.

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