Robert L. Lawrence is a co-managing partner of the Firm and co-chairs the Firm’s Corporate and Securities and General Business Practice Groups. Mr. Lawrence is engaged in the practice of corporate, commercial and securities law. He represents public companies (New York Stock Exchange, NYSE Amex and NASDAQ listed companies) as well as private companies, venture capitalists, partnerships and individuals. Mr. Lawrence advises public companies, private companies and their respective owners, officers and directors and individuals in commercial, business, securities and personal matters.
Mr. Lawrence has extensive experience representing public and private companies (often serving as outside general counsel) in all types of mergers and acquisitions, including stock and asset transactions, tender offers and proxy contests for corporate control, joint ventures, SPAC’s, reverse mergers, licensing, numerous other complex business matters, Hart-Scott Rodino matters as well as negotiating executive employment, shareholder and partnership agreements. Mr. Lawrence also has significant experience in the general representation of public companies and their regulatory compliance with the various securities laws including preparation and filing of registration statements, periodic reports and other filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended.
Mr. Lawrence has also represented lenders and borrowers in sophisticated asset based and other credit facilities involving secured and unsecured loans, and issuers and underwriters in initial and secondary public offerings of debt and equity securities in many diverse industries including the medical, retail, manufacturing, consumer goods, aerospace and defense and high technology industries.
In addition, Mr. Lawrence advises Boards of Directors and their Special Committees with respect to their fiduciary and other duties in connection with corporate governance issues, takeovers, shareholder activism and similar matters.
Mr. Lawrence is an honors graduate of Johns Hopkins University, having received his B.A. degree in 1976. He was elected to Phi Beta Kappa and Omicron Delta Kappa. Mr. Lawrence earned his J.D. degree from Columbia University School of Law in 1980.
Mr. Lawrence has been selected as a Super Lawyer for the New York Metropolitan area for the years 2013-2023. He was elected to the American Bar Foundation in November, 2016.
Memberships and Associations
American Bar Association
Member, Business Law Section
New York State Bar Association
Representative Engagements:
A. Merger and Acquisitions:
Represented a public company manufacturer and distributor of military and law enforcement products in its sale to a multinational defense contractor for $4.5 billion.
Represented a Fortune 500 company in its acquisition of a consumer products company from a private equity firm for $200 million.
Represented a public company in its simultaneous acquisition of two privately-owned companies in the outdoor sports and recreation industry for an aggregate purchase price of $135 million.
Represented a public company in its acquisition of several European companies engaged in manufacturing, marketing and distributing various components used in the defense industry for prices ranging from $20 million to $50 million.
Represented a private investor group in its acquisition of an outdoor backpacking company from a public company for $14 million.
Represented a private company in its acquisition of assets from a division of a private company in the textile industry for $6.75 million.
Represented a NYSE-listed company in its $70 million acquisition of a leading manufacturer of premium, air-filled bedding products.
Represented a NYSE-listed company in its acquisition for approximately $200 million of a leading manufacturer and distributor of firelogs, firestarters and related products in the U.S. and Canada.
Represented a NYSE-listed company in its $1.5 billion acquisition by merger of a public company with an international portfolio of various leading brands and consumer product categories in outdoor sports equipment, apparel and accessories.
Represented a NYSE-listed company in its acquisition of a leading manufacturer and distributor of air purifiers, humidifiers, heaters and fans for approximately $600 million in cash and common stock.
Represented a leading fishing products manufacturer and distributor in the sale of certain fishing line businesses.
Represented a NASDAQ-listed leading direct marketer of wigs in its sale to a private equity firm.
Represented certain shareholders and management in a going private transaction of a NASDAQ-listed company.
Represented a public company that is a single-source provider of customized business research and consulting services in numerous acquisitions of various business research companies.
Represented a public company that is a single-source provider of customized business research and consulting services in its sale by tender offer for $30 million.
Represented a healthcare company going public by way of its merger and acquisition of a public shell.
Represented a leading provider of gaming products in numerous acquisitions of gaming manufacturers, suppliers and a large gaming retail outlet.
Represented a leading provider of gaming products in its minority investment in a Canadian software company.
Represented a leading provider of outdoor camping products in its minority investment of a specialized tent company.
Represented a NYSE-listed company in a stock purchase of a manufacturer and distributor of various consumer products for approximately $150 million.
Represented a public consumer products company in its acquisition of a private arts and crafts supply company for approximately $40 million.
Represented a nationwide health club chain in its sale to a public company for approximately $200 million in cash and publicly-traded NYSE common stock.
Represented a wealth management advisory and consulting firm in its sale to a national investment bank.
Represented a company in a purchase of a business in an auction out of bankruptcy.
Represented a direct marketing consumer products company in its reorganization and financing.
Represented a commercial marketing company in its sale of a majority equity interest.
Represented an information products and marketing research services company in its initial public offering of $70 million; in numerous financings and acquisitions; and in its subsequent sale to an internet advertising public company for approximately $1 billion.
Represented a direct marketing company in several joint ventures.
Represented a public medical products and personal care company in the $4.75 million sale of its orthopedic, orthotic and prosthetic medical products business to a financial investor.
Represented a German industrial conglomerate in its approximately $40 million acquisition of a 100+ year old industrial international machine manufacturer.
Represented a public medical products and personal care company in the $2.1 million sale of its Canadian business to a management-led group of investors.
Represented a private securityholder in a control dispute relating to a troubled business resulting in a sale of his equity and debt interests for $1.6 million in cash and secured debt.
Represented an investor group in its $4.5 million acquisition of a fishing products and services company from a private investment company for cash and deferred consideration.
Represented a public company in its corporate restructuring of one of its significant divisions in anticipation of a possible sale of the division.
Represented several funds and various investors in their acquisition of a catalog company and related acquisition financing consisting of senior debt and mezzanine financing.
Represented a private equity fund in a $3 million PIPE investment transaction in a public financial services company.
Represented a private group of investors in their acquisition of a multinational beauty packaging division of a public corporation in a transaction valued at approximately $20 million and principally financed by a new asset-based credit facility.
Represented a dormant public company with respect to its redeployment of assets through the acquisition of an industrial steel products manufacturer valued at approximately $43 million for a combination of common stock and cash.
Represented a public manufacturer and supplier of law enforcement and military products in its $1.1 billion acquisition of a public manufacturer and distributor of tactical wheeled military vehicles.
Represented a dormant public company seeking to redeploy its assets through an acquisition of a sporting goods manufacturer for $400 million in cash and common stock.
Represented a public company manufacturer in commercial and financing negotiations with a key supplier having financial and operational difficulties. Structured inventory sale-buyback and equipment leasing transactions to provide $5 million of interim financing and greater manufacturing capacity.
Represented a public consumer products company in its acquisition from a public retail clothing company of the assets of an arts and crafts accessory products business valued at approximately $3 million.
Represented a private restaurant chain in all aspects of a master licensing transaction involving the license of its name, business model and trademarks to an international restaurant operator with respect to multiple domestic and international locations.
Represented a NYSE-listed company in its $60 million acquisition of a private manufacturer and supplier of police duty gear and consumer backpacks.
Represented a NYSE-listed company in its acquisition of an AMEX-listed manufacturer and distributor of aerospace and military safety products for approximately $140 million.
B. Capital Markets and Bank Financings:
Represented various public companies as borrowers in numerous credit facilities involving secured and unsecured revolving, term and asset-based loans in amounts ranging from $3 million to $1.6 billion with major money center banks as lenders.
Represented a public company in its refinancing of certain of its outstanding debt using a proposed $1.2 billion senior secured syndicated credit facility and $400 million of high yield registered notes.
Represented a public company manufacturer and distributor of military and law enforcement products in obtaining an $825 million senior secured syndicated credit facility to consummate a significant acquisition.
Represented various public companies in numerous underwritten public offerings of debt securities, including senior notes and senior subordinated secured notes, in amounts ranging from $150 million to $325 million.
Represented various public companies in numerous public offerings of equity securities in amounts ranging from $40 million to $300 million.
Represented various public and private companies in numerous private placements of debt and equity securities ranging from $10 million to $400 million.
Represented a public consumer products company in a $200 million accounts receivable financing facility.
Represented a public company in connection with its private placement of $400 million of senior subordinated high yield notes.
Represented a public company in connection with its simultaneous public offering of $275 million and private placement of €175 million of senior notes.
Represented a public company in connection with its private placement of $300 million of senior subordinated notes.
Represented various public companies in the consent and tender offer of various notes.
Represented a NYSE-listed company in several public offerings of common stock.
Represented a multinational beauty packaging business in the negotiation of its $10 million asset-based credit facility with a U.S.-based bank.
Represented a NASDAQ-listed company in its private placement of $13.5 million of common stock.
C. Proxy Contests and General Corporate Matters:
Represented a multi-million dollar private investment fund in its public company activist activities, including several proxy contests resulting in the successful solicitation of proxies in support of the election of a slate of directors to existing boards of directors.
Represented a multi-million dollar private investment fund in venture capital investments in technology and energy companies.
Represented a Fortune 500 company and other clients in connection with the drafting and negotiation of ISDA agreements.
Represented investment managers in connection with the launch of master-feeder funds incorporating both onshore and offshore funds.
Registration of investment advisers.
Advised boards of directors with respect to their fiduciary duties and corporate governance matters.
Regularly represented numerous companies with HSR report form filings, and provided guidance in second request matters and antitrust divestiture transactions.
Represented various public companies in connection with their ongoing regulatory compliance under the Securities Exchange Act of 1934, including filing Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Definitive Proxy Statements on Schedule 14A, as well as registration statements under the Securities Act of 1933.
Represented public and private companies in connection with employment agreements, shareholders agreements, limited liability company operating agreements, licensing arrangements, sales and distribution agreements, supply agreements, franchising, inventory and receivables financing arrangements, strategic joint venture agreements, and other similar commercial arrangements.
Represented many public and private companies in the implementation of stock option and other incentive plans.