Lucosky Brookman helps clients pursue corporate transactions with a mergers & acquisitions practice that assists small and mid-sized public and private companies, private equity, venture capital and other private investment funds.

We assist clients from pre-acquisition planning through a successful closing and beyond. With Lucosky Brookman you work with a team that understands your small or mid-sized business. Our team works with you from the early stages, creating a strategy to fit your unique business objectives. We then execute on that strategy by drawing on the best legal resources available.

Lucosky Brookman handles large and small transactions to ensure that all matters get the right focus, expertise and responsiveness in the most efficient manner. The Firm prides itself on its long-term relationships with clients. We recognize that a thorough understanding of our client's industry, business, goals and objectives permits us to provide legal service of the highest quality that is specific to each client's individual needs.

The Firm has significant experience and capabilities in the following areas:

Reverse Mergers/Alternative Public Offerings

The Firm regularly represents clients in reverse mergers and alternative public offerings. We specialize in going public transactions utilizing a reverse merger structure (a transaction whereby a private company becomes a public company by merging with a public shell company) and PIPE offerings, thereby providing companies with an alternative method of going public without an underwriter and the uncertainty that comes with a traditional initial public offering. Our attorneys provide both domestic and foreign companies with timely advice and insight into completing a "going public transaction"

Merger & Acquisitions

The Firm represents clients acquiring U.S.-based businesses, whether they take the form of share or asset transactions, triangular merger structures, straight acquisitions or, in some cases, leveraged buy-outs. Many clients retain Lucosky Brookman for a range of matters, while others engage the firm for specific transactions. We understand that often, time is of the essence, especially in bid situations, so we quickly and efficiently start the process with due diligence and letters of intent to ensure that our clients do not miss an opportunity. We also understand that our clients continue to run their businesses in tandem with the transaction, so we reduce the strain on management's time as much as possible.

Divestitures

Lucosky Brookman provides clients who are contemplating divestitures with advice regarding data rooms, relevant rules and procedures, information books, and documenting requests for bids. The Firm maintains standardized checklists and language for confidentiality agreements in their varied formats. For individuals, such as founders selling their interests in companies they created, Lucosky Brookman drafts agreements to regulate their rights in the acquiring corporation that they may receive, including voting arrangements, rights of first refusal and tag-along and drag-along provisions.

Recapitalizaions

The Firm is often called upon by both private and public companies to help recapitalize a company's capital structure, most often by cleaning up the balance sheet in order to help them refocus shareholder value. A recapitalization can take many forms, but generally includes assisting a client with forward and reverse stock splits, structuring and issuing preferred stock and taking debt off the balance sheet by, for example, converting the debt into equity in appropriate circumstances, or a combination of all of the above.

International Deals

Our attorneys have advised both foreign-based companies that are acquiring or disposing businesses or assets in the U.S. and U.S.-based companies that are acquiring or disposing foreign business or assets. Lucosky Brookman has represented both U.S.-based and non-U.S.-based clients in cross border strategic alliances.

Counsel to Boards of Directors

Our attorneys routinely counsel boards of directors and special committees (such audit committees, compensation committees and nominating committees) with respect to the proper implementation of, and compliance with, their fiduciary duties and listing requirements. If requested, our lawyers attend meetings of the board of directors, advise on specific transactions and provide counsel with respect to proxy contests, shareholder actions, changes of control and investor relations. Our primary goal in these matters is to provide effective and efficient counsel to our clients in order to ensure that they remain in compliance with all application laws as they navigate through both their daily corporate governance as well as through capital-raising and non-routine transactions.

Representative clients and transactions that the Firm's attorneys have counseled include:

• Reverse Merger by and between a U.S. publicly-traded vehicle and a private Hungarian online website search provider, including a share exchange, warrant coverage, and the issuance of a convertible promissory note in the principal amount of $750,000 to a private investor. The company is a developer of a contextual online search tool combining the next generation semantic web with real-time content management.
• A U.S. subsidiary of a publicly-traded Indian manufacturing company in connection with a $73 million purchase of an 80% interest in a U.S. manufacturing company and a $36.5 million stock purchase of a manufacturing company.
• A Chinese metal company in its reverse merger with a U.S. publicly-traded operating company and subsequent $8.4 million common stock and warrant financing.
• A domestic events and entertainment company in a share exchange with a U.S. publicly traded operating company and simultaneous $1 million convertible preferred stock and warrant financing.
• A publicly traded cruise line in its $100 million asset purchase of a cruise ship division from a NYSE listed company.
• The lead investors in a reverse merger between a Chinese electronics company and a Form 10 shell company that was listed on the NASDAQ, and a simultaneous $15 million offering of convertible preferred stock and warrants.
• A Chinese pharmaceutical company in its share exchange with a U.S. publicly traded shell company.
• A publicly-traded media company in connection with two asset and stock acquisitions in excess of $36 million.
• A domestic alternative energy company in its reverse merger with a U.S. publicly-traded operating company and subsequent $1.7 million common stock and warrant financing.
• A Chinese automotive distribution company in its reverse merger with a U.S. publicly traded operating company.