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Representative Matters

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, 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

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.  

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.

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.

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.

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.


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