Corporate and Securities

Kane Kessler’s Corporate and Securities practice group is unique in its ability to represent businesses of all sizes and stages of development from Fortune 500 companies to small, closely-held businesses hoping to grow.  With a department consisting of attorneys with expertise in practically every type of transaction acquisition or financing who are dedicated to exceeding our clients’ expectations, we are proud to say that our clients will never outgrow us and we will never outgrow our clients.

Kane Kessler has been practicing securities law for as long as the existence of the Securities and Exchange Commission.  We take pride in being respected by not just our clients but by our adversaries and peers. Our attorneys are routinely recognized in industry publications and rankings.

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

We serve as counsel to companies, boards of directors and board committees, as well as stockholders and employee groups that look to us for our experience and expertise in a diverse range of transactions, including unique or complex transactions.

Mergers, Acquisitions and Divestitures

The types of transactions on which we advise clients include:

• 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

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 complex secured and unsecured financings such as asset-based, term and revolving credit facilities.

We have extensive experience in all capital market transactions, including 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
• 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 corporate governance, anti-takeover and shareholder protection measures, shareholder relations, director and employee equity compensation plans, tender offers, shareholder activism and proxy contests, including:

• Acting as outside, general counsel for clients in general, corporate and transactional matters, advising Boards of Directors as to their fiduciary duties, implementing best practices and policies and preparing and filing disclosures
• 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
• 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
• Counseling Special Committees of public company boards of directors regarding corporate transactions
• Advising shareholders and activist investors in contests for board of directors representation and corporate control, including representation of clients in numerous proxy contests resulting in elections of competing slates of directors; “withhold” and “no” vote campaigns
• Advising boards of directors and executives on employee benefit matters, including compensation and benefit plans and arrangements and Form S-8 registration statements
• Advising clients with respect to compliance with the Dodd–Frank and Sarbanes-Oxley Acts
• 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

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