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Corporate and Securities

"By thoroughly understanding our clients' businesses, we guide them through complex M&A and securities transactions to achieve their objectives timely and cost effectively."

Kane Kessler represents enterprises of varying sizes and complexities, ranging from Fortune 500 companies to small, regional, and closely held or family owned businesses. In addition to our General Business  practice, the firm routinely engages in sophisticated securities and transactional matters.  

Mergers, Acquisitions and Divestitures

By thoroughly understanding our clients’ businesses, we guide them through the most complex M&A and securities transactions to achieve their objectives on a cost efficient basis.

We serve as counsel to companies, Boards and Board committees, as well as stockholders and employee groups that look to us for our experience and expertise in many types of transactions, including unique or complex transactions.

The types of transactions on which we advise include, but are not limited to:

  • Public and private company mergers, acquisitions and divestitures.
  • Joint ventures and strategic alliances.
  • Equity investments.
  • Cash tender offers and exchange offers, in which securities are issued as consideration.
  • Going private transactions.
  • Spin-offs, reorganizations, recapitalizations and restructurings.

Capital Markets, Securities Transactions and Bank Financings

We counsel issuers and underwriters in a wide range of public and private financings, including initial and secondary public offerings of debt and equities securities; private placements of securities; as well as secured and unsecured financings such as asset based, term and revolving credit facilities.

Our attorneys have extensive experience in the following matters:

  • IPOs, follow-on and secondary offerings.
  • Convertible, investment-grade and high-yield debt offerings.
  • Rule 144A transactions, PIPES and private placements.
  • Credit facilities involving secured and unsecured revolving, term and asset-based loan transactions.
  • Periodic and current SEC reporting (e.g., Forms 8-K, 10-Q, 10-K and proxy statements), including compliance with Regulation FD, Regulation G and other disclosure requirements.
  • Trust Indentures; compliance with the Investment Company Act of 1940.
  • Compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934, including insider trading and Section 16 compliance and reporting issues, Rule 144 sales and Schedule 13D/G compliance.
  • Compliance with the Sarbanes-Oxley Act, Dodd-Frank Act and the related SEC regulations.
  • Listing of companies and securities on the NYSE, NASDAQ, NYSE Amex and other SROs.

Proxy Contests, Corporate Governance; Executive Compensation; Corporate and Business Matters

We routinely counsel clients and develop programs involving issues of business ethics, corporate governance, anti-takeover and shareholder protection measures, shareholder relations, director and employee equity compensation plans, as well as executive compensation and employee benefits plans.  This involves:

  • Acting as outside general counsel for clients in general, corporate and transactional matters, counseling Boards of Directors as to their fiduciary duties, advising Boards of Directors as to implementing best practices and policies, preparing and filing federal and state disclosures under applicable federal and state securities laws.
  • Representing 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.
  • Advising Boards and executives on employee benefit matters, including compensation and benefit plans and arrangements and Form S-8 registration statements.
  • Advising Boards of Directors and Board members regarding their fiduciary duties under state law and directors’ and officers’ responsibilities under federal securities laws.
  • Counseling Special Committees of public company Boards regarding corporate transactions.
  • Advising private investment funds and activist investors in contests for Board representation and corporate control, including representation of clients in numerous proxy contests resulting in successful elections of competing slates of directors; “withhold” and “no” vote campaigns.
  • Helping clients understand the business implications of the Dodd–Frank Act and its inter-relationships with the Sarbanes-Oxley Act.
  • Counseling clients on matters such as antitrust, discrimination, international trade, consumer product safety, sexual harassment, document retention and record keeping, intellectual property matters and confidentiality of proprietary information.
  • Developing programs for our clients to provide detection of and defense to, potential criminal and civil liability for corporate clients and potential personal liability for responsible key officers and directors; advising clients on complexities of self-reporting under the Sarbanes-Oxley and Dodd-Frank Acts.

Investment Management

We advise investment funds and investment advisors in connection with the formation and management of domestic and off-shore hedge funds, private equity funds and managed accounts. We represent these funds in various aspects of their formation and businesses, including:

  • Initial organization; compliance with the Investment Advisors Act.
  • Registration of investment advisors under federal and state laws.
  • Trade name protection.
  • Investment in public and private equity and debt securities; PIPES and SPACS.
  • Employee incentive relationships.
  • Ongoing regulatory compliance.
  • Capital raising.
  • Documentation and oversight.

In addition, we represent and address the specialized needs of other professionals in the investment management industry such as hedge fund executives, promoters and sellers.

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