Corporate & Securities

Transactional Services and General Counsel

Thoughtful planning and tactical implementation are the keys to successful transactions and corporate growth. Rutter Hobbs & Davidoff employs a comprehensive, practical approach in representing the best interests of privately held and publicly traded companies. Our proactive counsel combines extensive knowledge of the law with creative business solutions to drive successful outcomes.

Our full-service business model enables us to effectively represent our clients in structuring and closing transactions as well as serve as outside general counsel. We provide guidance and advice regarding the myriad details of corporate governance and business dealings, putting in place safeguards such as buy-sell and supply/distribution agreements to mitigate the possibility of future disputes.

Representative Engagements

Our Transactional Services

Mergers and Acquisitions

• Sell-side and buy-side representation for private and public companies
• Majority and minority recapitalizations
• Management and leveraged buy-outs
• Poison pills, charter amendments, and representation of board and audit committees
• Spin-offs, repurchase of securities, and corporate reorganizations
• Acquisitions and sales related to bankruptcy, receiverships, and assignments for the benefit of creditors

Public Securities

• Registration statements and other disclosure documents, reports of securities ownership, proxy statements, stockholder and director action documentation, and blue sky compliance
• IPOs (Initial Public Offerings), self-underwritten offerings, follow-on offerings, Reg S and 144A offerings
• PIPEs (Private Investments in Public Equity)
• Exchange listing applications and additional listing applications
• Reverse mergers and other APOs (Alternative Public Offerings)
• Going private transactions, spin-offs, exchange offers, tender offers
• Proxy fights and other control contests
• Blue sky compliance for offerings

Equity and Debt Financings

• Preferred and common equity offerings, including angel, venture and private equity financings, and reverse merger transactions
• High-yield debt and convertible debt transactions
• Senior, mezzanine, subordinated and asset-based commercial loan agreements, equipment finance, letters of credit, and guarantees

Joint Ventures, Licensing, and Strategic Alliances

• Formation, operation and liquidation of partnerships, joint ventures, and investment fund partnerships for both public and private investors
• Establishment of manufacturing facilities in Mexico
• Joint-ownership structures
• Partnership, license, and franchise agreements

Entertainment Finance

• Motion picture production fund structuring
• Feature film financing
• Development and production joint ventures
• Television program sale agreements
• Securities law compliance and entity formation

Our General Counsel Services

General Corporate Counsel

• Strategic planning
• Day-to-day advisory
• Advice during periods of distress, such as product recalls
• Succession planning, including buy-sell agreements and other relations among principals

Securities Compliance and Corporate Governance

• Periodic reporting (Reports on Form 10-K, 10-Q and 8-K)
• SEC staff reviews and no-action letters
• Sarbanes-Oxley compliance
• Disclosure review
• Annual meeting planning and proxy statements
• Stock option and restricted stock plans
• Rule 144 compliance and opinions
• Section 16 compliance programs
• Corporate governance planning and counseling
• Independent Committee Counsel

Contract Law

• Supply, distribution, services, sales representative and consulting agreements
• Product warranties
• Standard terms and conditions
• Employment agreements
• Stock incentive, bonus, and performance-based plans
• Nondisclosure agreements

Closely-Held Business Planning

• S corporation / C corporation and shareholder agreements
• Limited Liability Company (LLC) and operating agreements
• Limited Partnerships (LP) and partnership agreements
• Annual minutes / consents and compliance with state agencies
• Dissolution of corporations, partnerships, and limited liability companies

Entertainment Contracts

• Literary rights acquisition, and option agreements
• Writer, director, and on-screen talent agreements
• Attachment letters
• Non-disclosure agreements and submission releases
• Guild issues

Related Legal Services:

• Intellectual Property, Advertising, and Promotions
• Internet and New Media
• Commercial Real Estate
• Bankruptcy

Contacts:

Benjamin Alexander
Andrew M. Apfelberg
Brian L. Davidoff
Richard L. Hong
Natasha Shabani
Joel Weinstein (practice group leader)