The Firm’s lawyers have extensive expertise all aspects of the M&A lifecycle, and regularly represent purchasers and sellers in both domestic and cross-border mergers, acquisitions, dispositions and joint ventures in both the public and private arenas. Our attorneys efficiently coordinate with domestic and foreign regulatory authorities, as well as financing sources required to fund a given transaction. Whether structured as a merger, assets sale, joint venture, tender offer, share exchange or other combination, the Firm’s attorneys are familiar with all forms of M&A transaction documents, and regularly draft and negotiate stock and asset purchase and sale agreements, merger agreements, joint-venture agreements, operating agreements and related documentation. Finally, the Firm’s attorneys have significant experience representing the Boards of Directors (including Special Committees) of parties to M&A transactions, and regularly assist clients with post-closing integration and related matters.
The Firm regularly represents clients in alternative public offerings. We specialize in public transactions utilizing a merger structure whereby a private company becomes a public company by merging with a public shell company and PIPE offerings. This provides 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."
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, tag-along and drag-along provisions.
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 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.
Our attorneys have advised both foreign-based companies that are acquiring or disposing of businesses or assets in the U.S. and U.S.-based companies that are acquiring or disposing of foreign business or assets. Lucosky Brookman has represented both U.S.-based and non-U.S.-based clients in cross border strategic alliances.
Our attorneys routinely counsel boards of directors and special committees (e.g. 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 to ensure that they remain in compliance with all applicable 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: