Corporate and Securities

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A customized approach for our clients
At Cox Smith, our corporate and securities lawyers understand that every client is unique. In order to best achieve our clients' goals, we take the time to understand their businesses and their particular needs and objectives. As a result of this client-first approach, businesses of all sizes and types turn to us to structure entrepreneurial ventures or to handle strategic acquisitions, financing transactions and other complex business transactions. In fact, our practice is recognized by Best Lawyer's "Best Law Firms" as first-tier in Corporate Law and Securities & Capital Markets Law.

Mergers and acquisitions
Mergers and acquisitions are the centerpiece of our corporate practice, as our lawyers have helped clients purchase and sell thousands of companies. Although we represent clients of a wide variety of sizes, from start-ups to multi-billion-dollar public companies and other large businesses with global interests, our particular client emphasis in M&A deals is middle market transactions: public and private companies at all stages of growth, doing transactions typically valued at $25 to $500 million, including:

  • Asset and stock sales and purchases
  • Mergers, including tax-free reorganizations and recapitalizations
  • Joint ventures and strategic alliances
  • Leveraged buyouts
  • Tender offers
  • Spin-offs/split-offs

As part of our M&A practice, our corporate lawyers work closely with other lawyers in our firm to provide the tax, intellectual property, real estate and other legal services that complex transactions require. We also work closely with our clients’ accountants, investment bankers and other professionals to best serve our clients’ needs.

Read more about our Mergers and Acquisitions practice.

Emerging growth companies
Our lawyers often serve as corporate counsel to small and emerging companies, helping them fulfill their growth strategies. We assist emerging companies in a wide array of areas, from corporate formations to mergers and acquisitions, as well as with their complex securities, corporate finance, governance, employee compensation and tax issues.

We also advise investment funds on formation matters and on the financing, governance and general corporate issues involved with the acquisition of emerging growth companies as portfolio investments. Often these investments involve venture capital funding and public-private partnerships generated through technology incubator programs.

Finance transactions
When public or private companies look for new financing sources, we help them access the capital markets. Our lawyers have handled transactions involving hundreds of millions of dollars in debt and equity financing and are typically involved in every phase of capital raising transactions: preparation of the prospectus or offering memorandum, structuring of terms of securities and obtaining clearance from the SEC and other regulatory bodies.

We also represent underwriters and placement agents in these financings, working frequently with many of the leading Wall Street investment banks.

Cox Smith lawyers regularly assist with venture capital financing, institutional and private placements, private equity and mezzanine investments. As advisers on commercial loan financing, we handle the documentation and negotiation of loans, letters of credit, asset-based financing, syndications, special purpose financing and other commercial finance lending.

Securities transactions
We represent issuers and investors in connection with public and private offerings of securities. That includes handling primary and secondary offerings; shelf registrations and offerings under Regulation D and Rule 144A of debt, equity and convertible securities.

We assist clients in preparing SEC disclosure documents, whether for registration statements, annual reports and 10-Ks, proxies or insider trading reports. Our lawyers also understand the timing, methodology and requirements of disclosure concerning events that are important and material to financial results, and offer clear guidance through the complexities that govern forward-looking statements, securities analyst briefings and Internet disclosure.

Corporate governance
We help our clients create and maintain governance policies that support accuracy, accountability and transparency. Our work fully reflects the latest requirements of the Sarbanes-Oxley Act, SEC regulations and the listing requirements of the various stock exchanges. We review, develop and implement ethics and compliance programs designed to prevent and detect violations of Sarbanes-Oxley and the Foreign Corrupt Practices Act (FCPA).

We resolve government issues and investigations by working with our clients to offer corporate officers and directors exceptional communication, fast response and other operational advantages. The result is tailored legal services that help clients achieve their business goals and minimize long-term concerns. That includes all areas of fiduciary duty and corporate compliance, such as:

  • Advice on fiduciary responsibilities in acquisitions, tender offers, proxy contests, joint ventures and similar strategic issues.
  • Assistance to implement internal reporting controls that comply with the Sarbanes-Oxley Act and similar statutes.
  • Review of corporate policies for handling “whistleblower” complaints.
  • Confidential conduct of internal investigations regarding allegations of misconduct or breach of fiduciary duty, with effective defense before regulators and prosecutors, if necessary.

Franchising
As a method of growth, our clients include franchising in their strategy. Franchisors need help through the regulatory maze and our lawyers understand the state and federal franchise law. We assist clients in documenting the initial franchisor/franchisee relationship (including related disclosure documents, licenses and distributions agreements), and also advise on modifying and restructuring existing relationships with franchisees. Our lawyers provide guidance in transfer and termination matters and handle dispute resolution with suppliers.

Family owned/closely held businesses
Cox Smith helps many South Texas private companies and small businesses operate professionally, resolve problems and pursue growth opportunities. We advise businesses owned by a variety of non-related partners, as well as single- or multi-generation families.

Our clients have revenues in the hundreds of thousands to the millions of dollars, and their businesses range from restaurants, retailing and auto dealerships, to energy, technology and real estate development. We build our relationships with such clients on trust and loyalty. By providing the value they want with the quality they deserve, we assist with:

  • Wealth management and succession planning
  • Tax and financial strategy
  • Governance, compensation and benefits
  • Litigation and risk management

Read more about our Family Owned and Closely Held Business practice.

 
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Practice Contact
Wilhelm E. Liebmann
Shareholder
210-554-5414
wliebmann@coxsmith.com
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