Corporate Practice Group: The Practice
Lawyers in Grippo & Elden’s Corporate Practice Group have broad knowledge, diverse skills and seasoned perspective. Our clients include both high profile public companies, dynamic privately held and family owned businesses, start-up ventures, executive level management, board members, and shareholder groups. These clients turn to us for many types of engagements, ranging from acting as outside general counsel and handling their diverse legal needs to performing a special counsel role for unique projects.
Our clients receive individually tailored solutions delivered in an efficient and responsive manner. We work with our clients to understand the business, as well as legal, environment in which they operate. Collaborating with our clients, we clarify issues and explore options, assess and mitigate risk, draft documents in plain English that can be understood and used, and negotiate and close transactions. In doing so, we work with clients in all elements of their businesses, including raising capital, acquiring and deploying assets, making and selling products or services, managing relationships within the enterprise and with outside parties, and planning for contingencies.
Our work covers many substantive legal areas described below. For support in specialties such as tax, ERISA, and patent law, we work with our clients’ existing advisors or we call upon our own network of experts in these and other areas.
We believe that to be an effective business advisor, a corporate lawyer must have an appreciation of how litigation may affect a document, transaction or course of action. Because our corporate and litigation lawyers work closely together, we offer a unique perspective that goes beyond the purely transactional.
Our corporate practice falls generally within the following categories:
Corporate Governance and Compliance
Mergers, Acquisitions and Divestitures
Family and Closely Held Businesses
Private Equity, Venture Capital and Joint Venture Transactions
Securities
Employment Issues
Bank Financings
Other Matters
Additional Information
For additional information on Grippo & Elden’s experience in specific matters and transactions, or (if the client cannot be disclosed) types of transactions, please contact Matt Hafter at (312) 704-7733 or email him at mhafter@grippoelden.com. We will gladly provide you with detailed information.
Range of Services
Corporate Governance and Compliance
We regularly advise clients, both private and publicly held, with respect to proxy solicitations, Sarbanes-Oxley Act compliance, director independence, internal communications, corporate control matters, and shareholder disputes. We also advise directors and others on fiduciary duty matters when they are faced with decisions that could result in significant personal liability. Many of these issues require advice on indemnity issues as well. Our engagements include:
- Corporate Control Matters – We represent both issuers and shareholder groups in proxy contests for corporate control, often in conjunction with multi-track litigation efforts. We are well versed in the tactics and strategies to deal with change of control issues.
- Governance – We advise management, and majority or minority shareholders, on how to fulfill their duties and avoid disputes by carefully structuring their relationships through charter provisions, operating agreements, committee charters, stockholder agreements and other documents. We have also been retained by clients after a dispute has arisen to restructure the troubled relationships.
- Internal Investigations – We have acted as special counsel to investigate allegations of fraud and other wrongdoing. We are skilled in obtaining and synthesizing facts and developing recommendations, and presenting reports that allow management to effectively comply with their fiduciary duties.
- Special Committees - We represent and advise committees of boards of directors in connection with mergers and other transactions in which there may be conflicts of interest, including “going private” and related-party transactions. This includes public companies going private as well as private companies becoming even “more private” through a buyout or restructuring transaction.
Members of our Corporate Practice Group authored the Corporate Practice Series Portfolio on corporate stock repurchases, redemptions and going private transactions published by the Bureau of National Affairs (a leading publisher of legal reference materials). This Portfolio is a comprehensive analysis of the state corporate law and federal securities law issues that arise in these complex transactions, and it is used nationwide as a practice guide for other attorneys.
Mergers, Acquisitions and Divestitures
We represent both buyers and sellers in all varieties of asset and stock transactions (typically between $10 million and $75 million or more in value), involving operations in the U.S. and abroad.
- We have the ability to assemble and work with a team of experts to comprehensively advise our clients on all aspects of the transaction, including tax planning, due diligence, structuring and negotiating the definitive acquisition and financing documents.
- We also work with clients on post-closing disputes related to purchase price adjustments, representation and warranty claims, indemnification, post-acquisition integration, and related matters.
Family and Closely Held Businesses
Many of our clients are family owned or closely held businesses. These enterprises have legal needs that span all areas of our practice. But family or closely held businesses also have unique needs that require perspective and experience, since legal issues have a direct impact on a broad spectrum of interests and relationships in these businesses. We work with family owned and closely held businesses to:
- Identify and protect employee, vendor, supplier and other relationships that create value in the enterprise.
- Develop governance structures to foster confidence, improve stability and minimize director liability.
- Advise on dispute resolution procedures that anticipate the possibility of internal disputes and promote resolution of these issues while preserving value in the business.
- Assist with succession planning and other business issues that support the owners’ estate planning.
Private Equity, Venture Capital and Joint Venture Transactions
Our corporate work often leads us to working with venture capital and private equity groups, and being involved in various joint venture and other collaborative transactions.
- Private Equity – We represent private equity investors in structuring and negotiating investment transactions in portfolio companies, and we represent companies whose investors include private equity groups. We advise private equity clients in disputes related to acquisitions or divestitures, including purchase price adjustment and representation and warranty claims. We have also worked with clients to create their funds, and to license proprietary trading software and enter into other arrangements to operate the entity. We have also worked with private equity clients on internal governance matters.
- Venture Capital/Joint Venture Transactions – We represent issuers and strategic investors in a variety of venture capital transactions, often involving complex preferred securities. Many of these investments are coupled with collaborative relationships encompassing joint venture or joint development agreements, and licensing or similar arrangements. We have worked with clients involved in joint ventures for development of biopharma technologies, software and other collaborations.
Securities
We represent issuers, investors and selling shareholders in a variety of equity and debt transactions, both registered and private, involving common stock, complex preferred stock, and convertible instruments. We also advise clients in securities disclosure and compliance matters. Our experience in this area includes:
- Public offerings – primary and secondary
- PIPE transactions
- Private offerings
- Rule 144 compliance
- Exchange Act compliance for public companies
- Shareholder communication for public and private companies
- Listing requirements
Employment Issues
We recognize that employees are often among the most important factors that contribute to our clients’ success. We advise employers on structuring their relationships with employees to protect the value of these relationships:
- We have a great deal of experience drafting confidentiality, non-competition and other restrictive covenants, and we advise employers in structuring separation arrangements with employees. We draw on our experience in litigating these issues to in the drafting process.
- We have drafted option plans and phantom equity plans to help our clients achieve specific incentive objectives.
- We work to integrate improved employment agreements with internal procedures and other steps to maximize protection of proprietary rights.
- We have also represented senior level executives in negotiating their employment arrangements and the terms of their separation on termination of their employment.
Bank Financings
We represent lenders and borrowers in secured and unsecured bank financings, ranging in size from $1 million to $100 million, including acquisition financing transactions. We have worked on other credit and financing programs supporting the product distribution network of a large manufacturing company. Our experience also includes workouts involving the restructuring of troubled loans.
Other Matters
Many of our clients look to us for general representation on many of their corporate legal needs. In this role, we have worked with our clients on a broad range of issues that arise in the operations of a business. These include:
- UCC and supply chain analysis
- Manufacturing, supply and distribution agreements
- Research and development arrangements for software and other intellectual property
- Intellectual property disputes
- Product liability issues
- Working with auditors
- Directors and officers insurance
- Using transactions to settle disputes