We regularly advise clients on their corporate finance transactions, such as debt, equity, convertible and exchangeable securities offerings, and draft the legal documentation necessary to implement these capital transactions, including private placement memoranda and subscription agreements. We listen closely to our clients and analyze their business plans to help them evaluate strategies for raising capital, improving their capital structure and increasing shareholder value.

Our seasoned attorneys offer a high level of expertise to clients engaging in mergers and acquisitions. We are skilled in drafting and negotiating non-disclosure agreements, indications of interest, letters of intent, merger agreements and stock and asset purchase agreements for clients across a broad spectrum of industries. We have earned an excellent reputation in representing private equity sponsored roll-ups of businesses.

We have significant expertise in drafting and implementing complex capital structures that include multiple classes of equity for corporations, limited liability companies and limited partnerships. The governance documents we prepare for our clients contain sophisticated 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. We also counsel our clients with respect to equity-based compensation plans and profit-sharing arrangements and assist them in the issuance and exercise of stock options, profits interests and phantom equity rights. 

Since 2010, crowdfunding has experienced explosive growth with estimates indicating it is now a $5 billion industry. Platforms like Kickstarter and Indiegogo permeate the financial news and are gaining investor acceptance—offering developers and owners a new way to finance projects and start-up entrepreneurs an inexpensive way to raise capital.

Due to its rapidly evolving nature, crowdfunding raises many legal questions and challenges. M&R’s Corporate & Securities, Commercial Litigation and Real Estate Departments have an interdisciplinary Crowdfunding Practice, making us distinctively qualified to advise on issues relating to company and fund formation, entity and deal structuring, private and public financing, compliance under the JOBS Act, the Federal Securities Acts, state “blue sky” laws, state consumer laws, and M&A transactions.

The collective experience of our attorneys uniquely positions M&R to counsel investors, entrepreneurs, developers and operators with respect to the crowdfunding industry. We work with clients at every stage of the process, to assist emerging entrepreneurs and companies in obtaining equity and debt financing for their businesses and projects. 

When our clients succeed with their new businesses, so do we. We approach our emerging company clients as business partners, and we take an active role in their interests from beginning to end. We provide advice at every stage of an emerging company’s life cycle, from formation and development to growth and exit. Because of our relationships with angel investors, seed, venture capital, hedge and private equity funds and investment bankers, we help our emerging business clients identify appropriate financing sources to assist in securing funding or handling a merger or acquisition.

We pull resources from our other practice groups to provide emerging companies with general corporate counseling, intellectual property protection, technology licensing and collaborations as well as legal advice on product development, licensing, marketing and distribution, strategic alliances, employment regulations, executive compensation, tax rules and litigation.

We assist clients in the formation, restructuring, disposition and, if necessary, the orderly dissolution of corporations, LLCs and other business entities. Our attorneys routinely draft organizational documents for corporations that deal with the complexities of multiple classes of ownership and their respective economic preferences. We prepare shareholder and operating agreements that contain “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 and securities practice group also specializes in the formation of non-corporate entities, such as partnerships, limited partnerships and limited liability companies. We also prepare detailed governance documents concerning economic distributions, management, deadlock, admission or removal of new partners and members, and restructuring and transfer of interests. 

M&R attorneys advise numerous domestic and international clients on how to organize, structure, register and operate investment advisers. We routinely assist chief compliance officers with Investment Adviser Act issues, and counsel on risk management, fiduciary issues, conflicts of interest, public disclosures in registration statements, compliance issues and contract disputes.

We have been involved in hundreds of M&A transactions worth billions of dollars in the aggregate for a wide variety of industries. We are frequently involved in highly complex transactions that may involve the simultaneous acquisition of multiple businesses, the private placement of multiple classes of an acquirer’s equity, the closing of an acquirer’s senior credit facility, and the execution of several senior management agreements.

Our seasoned attorneys offer a high level of expertise to clients engaging in mergers and acquisitions. We are highly skilled in drafting and negotiating non-disclosure agreements, indications of interest, letters of intent, merger agreements and stock and asset purchase agreements for clients across a broad spectrum of industries.

Regardless of size or complexity, we work with our clients to close their deals in a prompt and cost-efficient manner.

We have broad experience representing publicly and privately held companies in complex transactions, including mergers, acquisitions, joint ventures, strategic alliances, spin-offs, cross-border deals and leveraged buyouts. Our attorneys have represented both acquirers and sellers, with particular expertise in leveraged, private-equity sponsored roll-ups of businesses.

We have represented clients in recapitalizations and provided counsel on a range of offensive and defensive techniques for tender and exchange offers. M&R also has extensive experience with taking companies private and assisting on other related-party transactions.

We provide legal advice to private equity, venture capital and other private investment funds in all aspects of their operations. Our attorneys call upon our breadth of experience in business entity, general corporate, tax, securities and regulatory law to help private fund clients optimize their tax and investment goals in connection with fund formation and capital raising.

We represent private funds in structuring, negotiating and executing equity investment transactions such as leveraged and management buyouts, and platform and add-on acquisitions. We provide clients with financing alternatives when possible and regularly draft nondisclosure agreements, letters of intent and term sheets. We also draw up transaction documents, such as stock purchases, investor rights and stockholder agreements, and complex organizational documents, such as preferred stock charters and limited liability certificates.

We assess our private fund clients’ motivations and financial goals to help them plan and execute appropriate exit strategies for their investment properties, whether it is through a merger, privately negotiated disposition, auction sale, strategic alliance, recapitalization or public offering.

We represent portfolio companies of private equity funds. In doing so, we draw upon the broad industry experience of our corporate attorneys and the specialty expertise of our other practice groups. Our attorneys counsel portfolio company clients in many areas of the law, including employment, employee benefits, financing, insurance, intellectual property, mergers and acquisitions, real estate, securities, tax and litigation.

M&R advises companies in all aspects of domestic and cross-border strategic alliances and joint ventures, from formation to disposition, including financing, governance and operation. We assess the benefits and risks of forming these business entities, taking into account taxes and legal issues, to determine the optimal approach for our clients to collaborate with other companies.

When it comes time to sell, liquidate or otherwise dissolve a strategic alliance or joint venture, we advise our clients on intellectual property and licensing ownership, the division of territories, customers and employees, and confidentiality and non-competition agreements.