Foley & Lardner LLP

Transactional & Securities

Foley’s Transactional & Securities attorneys manage regulatory risks while completing your M&A deals and securities offerings.
Our Transactional & Securities attorneys provide sophisticated legal advice on the issues most important to public and private companies, including all aspects of merger and acquisition transactions, securities matters, corporate counseling, and other transactional and securities issues. We also provide a broad range of services to other participants in the financial markets.

We have extensive experience counseling public and private companies, investment banks, private equity and venture capital funds, special board committees, and lenders in a broad range of capital-raising and acquisitive transactions. Members of our Transactional & Securities Practice have held positions at key federal regulatory agencies or as in-house counsel for public and private companies, bringing first-hand industry experience to the team and your business.

Our Transactional & Securities Practice works closely with other Foley practices on matters that intersect more than one area of law, including debt financings, employee benefits matters, and intellectual property issues. This team-oriented approach provides you with comprehensive legal solutions to help you meet your goals.

Mergers and Acquisitions

We understand that a merger or acquisition represents an important milestone in your company's life cycle. We firmly believe that the success of any transaction depends on thorough early planning. That is why we take great care to examine how your planned transaction will affect your entire business — before, during, and after the deal closes. Using a multidisciplinary approach, we work to uncover all of the business and legal issues that your deal raises, including environmental concerns, employee benefits, tax, intellectual property, antitrust, and regulatory issues, and develop effective strategies for addressing them.

As you would expect, we have considerable experience in every form of transaction, including public and private M&A deals, going private transactions, cross-border transactions, divestitures, recapitalizations, spin-offs, carve-outs, joint ventures, leveraged buyouts, and contested transactions and unsolicited offers. In every deal, we seek to add value by constantly communicating with you, staying on top of the market and industry trends that affect your deal terms, and strategically allocating liability between you and the other party.

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Securities and Corporate Finance

Whether you are an issuer, underwriter, or investor in the capital markets, you will face new challenges and heightened regulatory scrutiny in this changed financial climate. You will need experienced advisors who can anticipate problems and develop creative structures for your securities transactions — from equity, debt and convertible securities, to derivative and hybrid financial products — in the United States or in foreign markets.

You will benefit from our vast experience in helping broker-dealers, hedge funds, exchanges, commodities-futures merchants, commodity pool operators, investment advisers, and insurance companies efficiently complete a wide range of securities transactions and manage compliance issues.

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Corporate Governance

Along with stringent regulatory requirements for transactions, public companies themselves must follow increasingly strict corporate governance rules. As you have seen, your cost of compliance continues to increase, even as the requirements become more complex and onerous. To help you minimize these costs and the chances of facing enforcement actions, Foley offers comprehensive counseling on corporate governance best practices, from helping you develop board oversight and self-evaluation systems that foster a preventative environment to policies that guide you on financial reporting, internal investigations, director and officer fiduciary duties, and CEO and CFO certifications.

Should you require more than preventative services, we can help you respond to government inquiries and investigations with strategic and vigorous defenses. We understand that your goal is to resolve compliance issues quickly and cost effectively, so that you can return your focus to where it should be: growing your business.

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Commercial Transactions and Business Counseling

Our Commercial Transactions & Business Counseling attorneys often serve as “general counsel” dealing with entity organization and governance, legal compliance, and risk management in connection with day-to-day business operations and dispute resolution. Frequently, our threshold responsibility is to identify legal issues, after which we coordinate the assistance of authorities, within and outside of the firm, as necessary to reach appropriate resolution.

As an adjunct to their more generalized functions, our Commercial Transactions & Business Counseling attorneys are frequently responsible for the numerous large and small commercial transactions that are the lifeblood of Foley’s business clients like you. In connection with that role, the attorneys in this practice maintain full knowledge in the many legal disciplines that affect such transactions.

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