Corporate & Securities
Our corporate attorneys provide clients with full-service transactional support. DBC represents individuals, public companies and closely held companies during the initial organization and formation of a venture. We provide guidance in the areas of entity structure and governance, general risk reduction measures, and tax advice as well as drafting contracts relating to daily operations or reviewing filings with the Securities and Exchange Commission. We also have the expertise to handle more complex matters, such as multi-party mergers or acquisitions. Our attorneys have significant experience counseling clients regarding financings through private placements and venture capital. A sampling of the services we provide follows.
Mergers and Acquisitions
Our attorneys handle merger and acquisition transactions involving the purchase and sale of businesses in many industries, and have deep and varied experience in the energy, technology and healthcare sectors. We represent both buyers and sellers in transactions large and small, ranging from platform acquisitions, strategic add-on acquisitions of business units by large companies, sales of closely held family businesses and large, multi-jurisdictional mergers involving both private and public companies. We guide clients through all phases of the process, from initially choosing whether to structure a deal as an asset sale, stock sale or merger and negotiating a term sheet, onward through due diligence and preparing disclosure materials and ultimately negotiating and closing the transaction. By working closely with DBC’s tax, intellectual property, employment, real estate, finance, bankruptcy and environmental specialists, our corporate attorneys ensure that our clients navigate the myriad legal issues inherent in M&A transactions in a cost-effective manner.
Securities, Private Equity and Venture Capital Financing
Our attorneys have a wide range of experience in advising companies and investors in connection with the procurement and deployment of capital for operational, growth and other purposes. We represent companies in all stages of growth, from startups to large, established companies, in connection with private securities offerings involving angel, venture capital and other private equity investors, including Seed, Series A and subsequent financings. In addition, private equity funds, venture capital funds and angel investors turn to DBC’s corporate attorneys for counsel in all areas of their business, including negotiating equity investments in target companies, fund formation, fund governance and employment issues. Our attorneys also assist with preparing filings with the Securities and Exchange Commission regarding private securities offerings.
Corporate Law and Governance
Our clients frequently call on our attorneys to advise senior management, boards of directors and board committees regarding corporate law, fiduciary duties and general corporate governance in a wide variety of contexts, including financings, change of control transactions, executive compensation and litigation. We have the depth and breadth of knowledge and experience to provide practical advice on these matters, taking into account the competing interests of shareholders, management, employees and other stakeholders.
General Contract Matters
Our clients look to our corporate attorneys as their “go-to” source for timely, pragmatic advice regarding the day-to-day contracts that are critical to the success of a venture. We assist clients in negotiating master service agreements, contractor agreements, sales and supply agreements, licensing agreements, and other mission-critical agreements in a way that appropriately allocates risk and accurately reflects the realities of the parties’ business relationship.
Startup Formation and Advice
Our attorneys represent entrepreneurs and startups with respect to the initial organization and formation of a venture, providing guidance in the areas of choice of entity structure and governance, general risk reduction measures and operational matters. We also coordinate with DBC’s other practice groups to help early-stage companies deal with intellectual property, employment and other issues.