The Corporate and Securities Department has extensive experience handling a wide variety of corporate transactions and representing acquirers, targets, issuers, individuals, financial institutions and borrowers, among others. Our clients range from entrepreneurs and start-up companies to small-cap companies to regional companies to large, multinational corporations. Our attorneys have the intellect, skill, judgment and experience to handle large, sophisticated transactions, but are equally adept and comfortable with smaller and more routine matters, for which our clients come to us because of our ability to add value by working pragmatically and cost effectively.
We pride ourselves on understanding our clients' businesses, focusing on our clients' objectives, responding rapidly to our clients' needs and providing the level of service appropriate in each particular circumstance. Whether structuring a complicated and novel transaction, conducting a difficult negotiation or handling a day-to-day matter, we strive to produce the best result possible for our clients at a reasonable cost. Our areas of expertise include:
We are well known as capable, experienced and effective corporate counsel.
The Chambers USA Guide, published by the London-based publishing firm of Chambers and Partners, ranked Honigman's Corporate/Mergers and Acquisitions practice number one in the state of Michigan for the last three years, stating "With one of the strongest indigenous practices, this "firm of choice" remains the "one to beat" in the corporate/M&A sector."
To handle our clients' wide-ranging needs, our corporate and securities attorneys regularly work closely with and coordinate the efforts of other members of our firm in specialty areas such as tax, employee benefits, labor, litigation, environmental, antitrust, real estate, bankruptcy and government regulation.
Mergers and Acquisitions
Our attorneys have broad experience in acquisition and disposition transactions and strategies for publicly traded companies as well as private companies. We bring to these matters a creative approach; instead of enumerating the reasons why a particular transaction cannot be done, we work to serve the client's interests by suggesting alternative approaches to achieve the desired result. Because we represent both strategic and financial buyers of businesses, as well as corporate and individual sellers, we understand well the motivations of the parties involved, and our lawyers are skilled at finding ways to resolve the parties' differences before those differences become potential deal breakers.
While we practice law, and not business, our familiarity with and understanding of mergers and acquisitions, coupled with our understanding of our clients' needs, provide real "value added" to our clients. We know what is customary in the deal making process, what is and is not generally negotiable, which issues are most important to our clients and how to bring a transaction to closure. We are well known and respected by the attorneys and other professionals with whom we deal throughout the midwest and on a nationwide basis. With the assistance of a network of international firms to which we belong, we also work with our clients on their transactions overseas.
Capital-Raising
Our attorneys have served as counsel for issuers and underwriters of a wide variety of debt and equity securities offerings. We represent a significant number of publicly traded corporations, and we handled the initial public offering of many of those companies. We also handle follow-on public offerings, Regulation S and Rule 144A offerings, private placements of debt and equity securities and municipal bond financings. We also handle borrowing transactions of all kinds, secured and unsecured, on behalf of lenders as well as borrowers.
We work with a wide range of investment bankers, auditors and other professionals to assist our clients in meeting their financing needs. We are experienced in dealing with the Securities and Exchange Commission (SEC) as well as with state regulators and their Blue Sky regulations. We are familiar with the varied financial instruments that have been developed to suit particular circumstances, such as preferred stock, subordinated debt, shareholder rights, warrants, options, convertible and exchangeable instruments and proprietary financial products that have been developed by investment banking firms.
Corporate Governance
We have extensive experience in all aspects of corporate governance, including compliance with the Sarbanes-Oxley Act and the rapidly developing rules of the SEC and of the stock exchanges. We serve as counsel to many public companies and to boards of directors and committees of public companies, and have experience in matters such as takeover defenses, executive compensation plans and issues, dealings with directors, officers and shareholders and contested and uncontested changes in control.
We have particular expertise in matters pertaining to corporations incorporated in or otherwise subject to the laws of the State of Michigan. Led by the efforts of our partner Cyril Moscow, the co-author of the leading texts on Michigan corporate and securities laws, we are generally recognized as experts in the Michigan Business Corporation Act and its provisions that regulate corporate takeovers, and we have been at the forefront of many significant contests for corporate control in Michigan.
Business Planning
We represent a number of private companies, including early-stage companies and mature, privately held businesses. We regularly counsel emerging companies on issues critical to their growth and development, such as structural issues, technology licensing and the protection of intellectual property, planning for future private and public financings, shareholder agreements, registration rights, rights of first refusal and rights related to future financing or sale transactions. We have experience with the structuring and negotiation of joint venture transactions of various kinds, and particular experience in the structuring and negotiation of minority business enterprises.
We also work with a number of our clients that have no plans to become publicly traded, including a number of clients owned by a single shareholder or by members of a family. We work with those clients on various planning matters, including capital finance planning, tax planning, succession planning and analyses of risks and potential improvements in areas such as antitrust, tax, insurance and employee benefits.
SEC Reporting and Compliance
We represent a number of publicly traded companies with respect to their periodic reporting, disclosure and compliance responsibilities. In that regard, we regularly prepare and review SEC reports such as periodic reports on Forms 10-K, 10-Q and 8-K and proxy statements, we counsel clients on disclosure issues, press releases and shareholder and investor relations matters, and we assist in Section 16 compliance and other beneficial ownership reporting matters.
We have represented clients in a wide variety of SEC and other regulatory inquiries and investigations, including matters relating to stock trading, financial reporting and internal controls. We assist clients in evaluating and improving their internal compliance systems, and we have experience in representing issuers, boards of directors and their committees, individual directors and others in connection with inquiries and investigations.
Business Immigration
We have substantial experience in providing a full range of corporate immigration services to domestic and international companies. We serve as immigration counsel for major publicly traded companies and privately held companies based throughout the United States and in Canada. Our services include drafting all types of employment-based immigrant and non-immigrant petitions and counseling companies on immigration matters including immigration laws, Form I-9 compliance, the interplay between employment laws and immigration laws and the impact of mergers, acquisitions and other corporate reorganizations on immigration matters.
We assist our clients in expediting the lengthy and cumbersome non-immigrant work authorization and permanent resident processes through novel approaches to immigration. Our immigration attorneys are affiliated with the American Immigration Lawyers Association (AILA) and utilize services through AILA to keep abreast of the rapidly changing area of immigration law that often has a significant impact on how our clients operate their businesses. We use advanced immigration software and recordkeeping technology so that we may provide our clients with the highest quality work product and timely case status updates.
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