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Michelman & Robinson, LLP’s (M&R’s) Corporate & Securities Department provides exceptional legal counsel to companies, industry leaders and entrepreneurs. Clients seek our counsel on all aspects of their businesses, and our attorneys stay abreast of the constantly changing economic environment and transactional landscape. We represent both domestic and international clients in transactions that include everything from simple, routine financings to the structuring of highly complex new ventures. Beginning with the appropriate choice of legal entity and equity structure for a business and continuing with its operations, expansion, and ultimately its sale, merger or other liquidity event, our highly skilled attorneys service our clients throughout the course of their business life cycle.

M&R offers high levels of service to clients in a wide range of industries including insurance, banking and financial services, private equity, consumer products, manufacturing, health care and real estate.

We ensure optimum legal results by taking a multi-disciplined approach, complementing our seasoned team of Corporate & Securities attorneys with members of other departments, including Regulatory & Administrative, Labor & Employment, Real Estate, Intellectual Property and Commercial & Business Litigation.

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Areas Of Expertise

The following is a select sampling of our representative matters:

  • Acquisition Program – Initial Transaction: M&R acted as lead acquisition counsel in four leveraged, private equity sponsored roll-up programs, resulting in portfolio companies having current values in the $1 – 2 billion range. In one of these programs, the “anchor” transaction involved a closely held entity valued in excess of $100 million with purchase price consideration consisting of cash, participating equity and subordinated seller “earn outs”.
  • Acquisition: Represented a leading insurance broker in the acquisition of the retail distribution division of a publicly traded insurance holding company for purchase price in excess of $100,000,000. 
  • Acquisition: Represented a leading insurance broker in the acquisition of the retail distribution division of a publicly traded insurance holding company, for consideration of up to $120 million. The deal was highly complex, requiring extensive negotiation, as well the acquisition of several subsidiaries and subsidiary assets, of a vertically integrated, publicly traded conglomerate. 
  • Asset Purchase: Represented purchaser in a split acquisition of the assets of a high-profile Michelin-starred restaurant, including obtaining bankruptcy court approval of sale for a portion of the assets, which were subsequently aligned with certain other operating assets that were acquired by another entity. Also structured the acquiring entity and counseled the principals through funding.
  • Complex Governance Agreements: Drafted complex governance agreements for Arctic opportunity and advocacy affiliated group entities, related subscription and employment agreements, and private placement memorandum and governance documents for related private equity funds, and prepared numerous securities compliance filings involving both federal securities and blue sky laws. 
  • Disposition: Represented a Europe-based consumer products manufacturer and distributor in connection with restructuring of the company’s international retail operations.
  • Financing: Represented Marx Development, its regional center, and affiliated companies in the financing of the construction of a new Medicaid-reimbursed assisted living facility in Brooklyn, New York, that is completely financed using the Immigrant Investor Program (EB-5) in a transaction valued at over $40 million.
  • Market Timing/Late Day Trading: Advised a mutual fund board to prohibit market timing and late day trading prior to a wave of prosecutions. Because it was one of the few funds not prosecuted, assets grew to $70 billion.
  • Merger: Successfully negotiated the merger of two multi-billion dollar mutual fund complexes. 
  • Mutual Fund: Represented the board of directors of a mutual fund when the board terminated its advisory contract with an advisor for underperformance and hired 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-way and two-way wireless technologies, and maintained tower sites.
  • Private Placement: Drafted private placement memorandum and filed numerous multi-state securities offerings involving both federal securities regulations and blue sky law compliance.
  • Restaurant Formation: On behalf of owner operators and chef owners, formed and structured numerous restaurant businesses, both single purpose and multi-unit holding and operating entities, by counseling on structure and financing, securing necessary licensing (alcohol), furniture, fixtures and equipment to start the enterprise. Instrumental in negotiating executive compensation, management and consulting, and various forms of brand and intellectual property licensing agreements.
  • Risk Management System: Developed one of the first sophisticated risk management systems for a large mutual fund company. Worked closely with the client to develop the appropriate risk metrics, reporting and risk audit systems. Defined the oversight role of the chief risk officer and the board’s risk management committee. The client’s risk management systems distinguished them in the market resulting in increased assets under management.
  • Risk Management: Developed and implemented one of the first risk management systems for a multi-million dollar mutual fund company.
  • Sale of Business: Represented a leading insurance wholesale broker in the multi-million sale of its professional liability division to the portfolio company of a private equity firm.
  • SEC Registration: Registered the largest investment advisor in the U.S. with the Securities and Exchange Commission. 
  • Shareholder Dispute: Successfully brokered settlement in an action by former company shareholder seeking to rescind 50% sale of membership interests.
  • Stock Purchase: Represented premier provider of personal insurance lines in the multi-million dollar stock purchase of two general agencies specializing in personal auto and home insurance. 
  • Succession Plan: Represented owners of a home repair business to create a succession plan to judiciously bring the next generation of family members into the partnership.

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