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.

Given the explosive growth of crowdfunding, the firm proudly offers a Crowdfunding Practice that advises on related issues regarding company and fund formation, entity and deal structuring, private and public financing, M&A transactions and compliance under the JOBS Act, the federal Securities Act and state “blue sky” and consumer laws. M&R’s crowdfunding experience uniquely positions us to counsel investors, entrepreneurs, developers and the like with respect to equity and debt financing for their businesses and projects.

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.

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.

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.

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.

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.