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Graubard Miller represents small, mid-size and large business enterprises in a variety of industries. Our attorneys also counsel entrepreneurial clients from start-up through their growth cycles and emergence as industry leaders. Our clients include: ·
broker-dealers and investment banks; ·
hedge funds; ·
communications companies; ·
integrated chip designers; ·
domestic and international distribution companies; ·
e-commerce and new media companies; ·
traditional media and entertainment companies; ·
computer software companies; ·
consumer product companies; and ·
domestic and international industrial companies. We bring to our clients' matters a level of concern equal to that which would be brought by a business partner. We work closely with our clients to understand their needs, their operations and their industries. This approach assures that each client will work with experienced attorneys who readily can apply their substantive expertise in the context of the client's actual business environment. We believe our approach pays dividends in transactions where creative and business-oriented solutions are required. Click on the categories below to learn more about our practice: Broker-Dealers and Investment Banks Graubard Miller serves as outside general counsel for a significant number of broker-dealer and investment banking firms, and provides single-point access for their legal service needs. Our attorneys: · guide compliance with federal and states securities laws, the rules and regulations of the NASD, NYSE, and CFTC, and other applicable laws, rules, and regulations; · provide representation before the SEC, NASD, NYSE, and CFTC, and various other stock exchanges in investigations, disciplinary proceedings, and other actions; · work with clients to design and implement compliance programs for brokers and other personnel; · represent clients in proceedings and arbitrations involving customer complaints; · provide advice regarding general corporate governance, financing issues, employment matters, board of director issues, and other fiduciary matters; · counsel clients in connection with public and private offerings; · enforce investment banking and registration rights agreements; and · represent broker-dealers in actions against departing brokers and other personnel. Business Formation and Relations Graubard Miller counsels clients in selecting appropriate forms of business organization, including general and limited partnerships, corporations, and limited liability companies. We assist clients in all phases of enterprise start-up — from filing appropriate formation documents with Federal and State agencies to the design and drafting of corporate governance documents such as partnership agreements, corporate by-laws, shareholder agreements, and voting agreements. We also work with clients to negotiate and consummate financings for their start-up and development-stage enterprises. Graubard Miller attorneys also work with principals of our business clients to achieve practical resolutions of business disputes, to focus on essential business issues, and to promote effective personal relationships among principals. Graubard Miller represents clients in a wide range of commercial negotiations and transactions, including: · technology licensing arrangements; · supply and purchase agreements; · joint ventures; · co-branding and co-marketing agreements; · content supply and licensing agreements; · marketing agreements; · franchising arrangements; and · domestic and international distribution agreements. Within a diversified corporate finance practice, Graubard Miller helps clients form investment funds, and negotiate and consummate public offerings, venture capital transactions, and structured financings. Each of our clients has access to a team of attorneys having extensive experience representing public and private companies in public offerings and private placements of equity, investment grade and high-yield debt, and convertible securities. We have represented companies, venture capitalists, selling shareholders, underwriters, and investments banks in hundreds of public and private offerings. Accordingly, our attorneys have expertise in all facets of corporate finance and securities culled from all sides of these types of transactions.
We are well-known for our work with emerging growth companies. In the past
decade, we often have been ranked in the top 25 law firms nationally with
respect to the number of public offerings for which we have served as
counsel. Since In commercial lending transactions, we assist clients in establishing working capital lines, and negotiating and closing domestic and international loan syndications, as well as equipment leasing and other asset-based transactions. In the past decade, we have broadened our historic focus on inventory, receivables, and equipment financing to include financings of other assets such as communications networks and motion pictures. Click on the links below to learn more about: Private Equity and Venture Financing The attorneys at Graubard Miller enjoy guiding entrepreneurs through the start-up and growth phases of their business. Our emerging business clients have access to inventive and creative attorneys who identify with the concerns of developing businesses, appreciate the challenges they face, and know how to help them grow. To meet the needs of emerging business clients, we: · select the appropriate business form through which the client will conduct business; · review and comment on client business plans; · provide introductions to venture capital and investment banking firms; · prepare and consummate private placements; · prepare and consummate public offerings; · design non-disclosure, invention assignment, and non-competition programs; · conduct lease review and negotiation; · engage in tax counseling and planning; · negotiate and draft employment contracts and business separation agreements; and · negotiate and draft operating, product development, joint venture, and other business agreements. Graubard Miller represents both executives and companies in the negotiation of sophisticated employment and compensation arrangements. We bring the firm’s full range of expertise to the process in order to effectively identify and address the varied needs of our client. We ensure that the employment agreement clearly establishes the rights and duties of our client, succinctly delineates the scope and authority of the executive and thoughtfully addressees termination rights and the compensation to be afforded in various circumstances, including “good reason” termination by the executive, termination “for cause” by the company and termination in connection with various corporate liquidity events and changes of control. Our vast securities law expertise ensures that the multitude of securities law issues that can arise in the context of an employment arrangement with a public company are identified and addressed, such as Section 16(b) concerns. We also utilize the most current techniques for establishing effective non-competition provisions and ensuring that employment compensation is suitably structured for desired tax treatment, including Internal Revenue Code Section 162(m). An integral part of our practice in this area relates to the structuring of equity-based compensation, including stock options, restricted stock awards and stock appreciation rights. Our broad securities law and taxation expertise ensures that equity-based compensation arrangements and programs are structured in a manner that affords the most beneficial tax treatment possible and in full compliance with existing and emerging securities laws. We have negotiated complex employment arrangements for or with numerous private and public companies, including AOL Time Warner, Advanta Information, MSNBC and Bertelsmann. Extraordinary Corporate Transactions Graubard Miller counsels clients with respect to extraordinary corporate transactions, including going private transactions, tender offers and mergers. We guide our clients step-by-step through these transactions, assisting them with the negotiation of all applicable documentation, the preparation and dissemination of all necessary filings, such as proxy and information statements, the scheduling and conduct of special shareholder meetings and the garnering of any required shareholder vote. Graubard Miller has shepherded numerous clients as they have “gone private” in the current economic environment. We have served as counsel to companies that were the target of tender offers or merger proposals and also have served as counsel to parties seeking to make such proposals. Graubard Miller also has served as special counsel to boards of directors and committees thereof in extraordinary corporate situations.. As more investors seek alternatives to traditional investments, the number of hedge funds has grown. Graubard Miller's hedge fund practice focuses on the unique requirements of clients seeking to establish and manage these increasingly popular investment vehicles. We draw upon sophisticated securities and corporate finance experience to counsel hedge fund clients not only in initial structuring, but also in ongoing fund management and investments. In servicing our hedge fund clients, our attorneys: · structure hedge funds to maximize manager ability to devise and pursue evolving stratgegies to meet the needs of shifting markets; · assist in developing marketable fee structures; · structure and negotiate transactions involving the purchase or sale of private and public equities and other securities; and · counsel with respect to organizational, trading, and compliance issues. As our clients expand their business through mergers and acquisitions, we negotiate, structure, and close a multitude of M&A transactions involving both public and private companies. We have merger and acquisition experience in diverse industries, including communications, entertainment, investment banking, retail, aerospace, new media, and e-commerce. We have participated in numerous traditional mergers and acquisitions, as well as leveraged buyouts, restructurings, and other dispositions, both in and out of bankruptcy and corporate reorganization. Our M&A services include: · negotiating and structuring the transaction, drafting related documents, closing the transaction, and making necessary filings; · negotiating related strategic alliances, and joint ventures; · counseling on antitrust issues, and making Hart-Scott-Rodino filings; · structuring transactions to pursue the most favorable tax treatment available; · providing counseling for proxy and consent solicitations; · securities law reporting, and securities law compliance advice relating to transactions; · implementing shareholder rights plans, and other defensive programs; and · counseling management and boards of directors concerning fiduciary responsibilities, and related issues. Private Equity and Venture Financing Unique challenges and opportunities face entrepreneurs and venture capitalists. Graubard Miller understands these business challenges and opportunities. As a result, venture capital firms, entrepreneurs, start-up companies, emerging growth companies, and mature businesses in a wide variety of industries regularly seek and obtain our counsel. Graubard Miller advises investment banking firms, investment partnerships, and angel investors. Our attorneys also advise companies seeking investment capital. We have expertise obtained on both sides of the table in all areas of private equity and venture capital transactions. We draw upon that expertise to meet the needs of each client. Graubard Miller provides our investment banking clients with introductions to quality companies seeking venture capital, and offers our private and public traded company clients introductions to investment banks and venture capitalists. In the private equity and venture financing arena, Graubard Miller: · represents venture funds, mezzanine funds, and other institutional investors in fund formation, portfolio investments, and public and private transactions; · structures, documents, and closes investment transactions involving common stock, preferred stock, subordinated debt, warrants, and other forms of equity, equity-related, and debt securities; and · represents emerging growth companies, from start-up funding through follow-on transactions, to Initial Public Offerings and beyond. Graubard Miller has sheparded clients through hundreds of initial and other public offerings. In addressing the legal requirements and procedures of public offerings, Graubard Miller attorneys: · prepare and file the registration statement with the Securities and Exchange Commission, and respond to SEC comments; · handle negotiations between the company and the underwriter, including negotiation of the underwriting agreement; · arrange for listing on the appropriate stock exchange; · assure that all corporate procedures and documents meet "going public" requirements, including documents involving corporate governance, employment, and company capital structure; · implement employee stock option plans; · arrange for sales by selling shareholders; · establish dividend reinvestment plans, and direct stock purchase plans; and · assure compliance with the requirements of regulatory agencies such as the NASD and state blue sky commissions. We also assist public company clients in complying with ongoing reporting obligations and other requirements which securities laws and various stock exchange listing rules impose. We design programs to address insider trading and other compliance issues, and counsel clients regarding securities law aspects of mergers and other corporate transactions. Graubard Miller serves as general counsel to numerous technology, e-commerce and Internet companies. We assist these companies in all aspects of their corporate and operational existence, in each case with a keen understanding of the unique aspects of their respective industries. We have assisted numerous emerging technology businesses in their formation and development-stage and later-stage financings and have been there every step of the way as they have grown to become players in their particular marketplaces. We have counseled our clients with respect to all legal aspects of their Internet presence – from Internet usage and privacy policies to linking and content arrangements. Graubard Miller has negotiated and drafted numerous co-branding, distribution and Internet content licensing agreements. Graubard Miller has counseled clients with respect to technology asset sale and purchase transactions. We’ve also negotiated and drafted technology-related development, ownership, employment, joint venture and confidentiality agreements. |
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Graubard Miller |