CORPORATE AND SECURITIES TRANSACTIONS
Gordon Arata Montgomery Barnett attorneys represent a wide array of clients in virtually all aspects of their business. From emerging Internet issuers to public companies, from regional businesses to community banks and from entities with substantial overseas holdings to closely held partnerships, corporations and limited liability companies, we have the industry knowledge and business judgment to assist with any transactional need. On each transaction, our attorneys meet and creatively resolve the legal, regulatory and business challenges our clients face in even the most complex financing and business combination matters.
Gordon Arata Montgomery Barnett lawyers also serve as general outside counsel to many companies in a variety of industries. We review and draft contracts for these companies on a frequent basis, help them formulate business and expansion plans, advise them on employment, consulting and joint venture agreements, assist them with distribution and franchise agreements and update corporate, partnership and other organizational documents regularly to keep pace with changes in law and business practices.
We represent companies in connection with a wide variety of capital markets and securities transactions, including private offerings and placements of both equity and debt securities, securitization of assets, venture capital financings, and loan and credit facility financings. We help our clients comply with federal securities disclosure laws and establish internal compliance programs.
Our attorneys have:
- Structured, negotiated and closed mergers, stock purchase and sale transactions and asset purchase and sale transactions
- Participated in tender offers, proxy contests and other contested acquisitions
- Advised clients on defensive strategies, including shareholder rights plans, in connection with hostile acquisition proposals
- Represented clients before, and prepared applications, notices and other filings required by the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision and the Louisiana Office of Financial Institutions
- Represented clients before, and prepared antitrust filings required by, the Federal Trade Commission and Department of Justice
- Prepared boards of directors for regular and special shareholder meetings
- Handled redemptions of preferred stock, stock splits and stock repurchase programs
- Advised companies regarding stock liquidation issues and minority shareholder rights
- Prepared proxy materials, private offering memoranda, and shareholder agreements for companies of all types
- Handled bank holding company reorganizations and other corporate reorganizations and recapitalizations
- Rendered third party legal opinions in connection with stock and warrant issuances, mergers and acquisitions, financings, and other corporate and partnership matters
In structuring and documenting transactions, our attorneys are sometimes called upon to advise clients organized under foreign law or that maintain significant international operations. We have been engaged by companies based or organized in Australia, Asia, Europe and Latin America in connection with acquisitions of assets and businesses in Texas, Louisiana and other parts of the United States.
We also advise many start-up and emerging businesses on structure and organization, capitalization and recapitalization, financing, acquisitions and sales, employment, intellectual property issues and many other matters.
Some of the recent transactions our attorneys have handled include representing:
- A healthcare company in its approximately $85 million sale to a northeast merchant banking fund
- A mortgage banker in the sale of its Fannie Mae BUS, Freddie Mac and HUD lending platform and servicing operations to a Wall Street investment bank
- A communications company in its issuance of $75 million in preferred stock
- A state community bank in its reorganization as a Subchapter S corporation through a phantom bank merger transaction
- A public company in the issuance of secured notes and warrants to purchase common stock
- The acquirer in the purchase of a company holding licensed horse racing and gaming facilities
- A public company in the acquisition of four oil field service companies
- A public company in the sale of a business division engaged in infrastructure development projects in emerging countries funded by the World Bank
- Oil and gas companies in dozens of purchases and sales of producing properties over the past few years.