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  • I am impressed by the team as a whole. They have a commercial mindset that helps our company close transactions efficiently.

    Another client highlights the “highly personalized service,” and adds: “We view them as an extension of the internal team.

    They have a wealth of knowledge of our organization and find creative strategies which they execute with speed and urgency.

    Interviewees note their “client-friendly” approach and commend their lawyers “...who produce excellent work all of the time. They're thorough, responsive, flexible and consistently effective.
    - Chambers USA 

Corporate, Securities & Business Transactions

McCarter & English, LLP is general counsel to many public and private companies based in the United States and overseas, and also represents a number of enterprises as special counsel in a variety of transactions. Our attorneys are experienced in all aspects of mergers and acquisitions, leveraged buy-outs, mezzanine financings, private equity and venture capital transactions, SEC compliance, public and private offerings of securities, corporate governance, and going private transactions. The firm also represents, as principal counsel, lenders and borrowers in substantial public and private financings, both secured and unsecured, and has an extensive corporate finance practice involving private equity, venture capital and small business investment companies (SBICs). To meet our clients' varied objectives, the group works with firm attorneys in other areas such as tax, environmental regulation, antitrust, international law, employment law, intellectual property, bankruptcy, real estate and litigation. The focus of the corporate, securities and business transactions practice group is on middle market transactions where we are uniquely positioned to provide comprehensive service, staffed by the appropriate number of skilled lawyers, at rates, because of our structure, deemed very reasonable by our clients. That focus currently extends to the following:

Business Technology & Complex Sourcing

A products company sets up a shared services center. A manufacturer moves to automation and robotic assembly. A commercial insurer that recently diversified to consumer/personal lines adds Internet-based policy and claims administration. A print publisher moves to digital. To succeed at technology-enabled changes like these, you’ll need the right help, from partners who have the right tools, processes and experience along with a culture that complements yours. You’ll also need contracts that support and guide your relationships with those partners. You should start early, even before the first request for proposal is drafted.

We help companies do this right. Whether you’re using technology to completely transform how you run your business or looking for help with basic software licensing, you can rely on our experience in every phase—pre-bid planning, requests for proposal, deal structuring, drafting and negotiation, post-contract governance, project and risk management, and, when necessary, workouts and dispute resolution.

Our mission is to get your project completed and to protect you from problems. It’s a goal-oriented approach that runs contrary to the adversarial approach that most other law firms take. In their zeal to make your agreements ironclad in case something goes wrong, they lose sight of doing things right in the first place. Doing it the right way—choosing well and working collaboratively with your supply-chain partners—makes it easier to get your project done without ever losing sight of the protections that matter most.

To do this, we learn your business, the role technology plays in it, who the stakeholders are, what you’re trying to achieve, and your options for achieving it. Initiatives that drive significant business change may require a very different approach from pure technology initiatives, and we’ll work with you to find the right solution and deliver our services in a way that makes sense for your business. Not approaching business change initiatives this way is why so many fail before a single implementation dollar is spent.

At McCarter, we understand the sourcing-contract-change-management–execution connection. We have experience making that connection work and are committed to putting that experience to work for you. We’ll work with you to apply the most effective strategies, processes and techniques to set you up for a successful business change initiative. Our lawyers have full life-cycle business-transformation experience—not just experience in contracting, sourcing, change management or other execution components individually.

Our team represents customers and suppliers in all types of sourcing, outsourcing, telecom, licensing, implementation and regulatory matters. We handle mission-critical transactions and act as day-to-day counsel on technology procurement, strategic sourcing and data security matters. Examples of our work include:

  • Business process outsourcing, including finance and accounting, print management, procurement and human resources, benefits administration, and claims processing via TPA and ASO.
  • Information technology outsourcing, including applications development and management and desktop network support.
  • Strategic sourcing, including both one-time and long-term supply arrangements for raw materials, components and finished products in the construction, wind energy, pharmaceutical and medical device industries.
  • Ordinary course sourcing, including inbound procurement of technology, technology-enabled and non-technology goods and services.
  • Managed telecom, including domestic/international voice, dedicated access, private line, teleconferencing, fiber Ethernet (dark, lit and all types of WDM), MPLS, remote access and IP-based transport.
  • Enterprise technology transactions, including licensing, implementation and support for general ledger, CRM and HR, as well as market-facing systems such as insurance policy administration, hedge fund investment management, and payments acceptance and processing.
  • Alternative and renewable energy technology, including sourcing, operation and maintenance of large and small wind, solar and biofuels technologies, as well as all related EPC and BOP to implement.

Commercial Lending; Equipment Leasing; Corporate Trust & Banking

Our Commercial Lending and Banking attorneys represent many banks, thrifts and other financial institutions of all sizes including mezzanine funds, business development companies, investment banks, broker-dealers, money managers, trust companies, and private equity funds.

Commercial Lending
Our commercial lending attorneys represent some of the largest financial institutions throughout the country in connection with loan originations and syndications. Our representation of lenders regularly include the following:

  • asset-based and working capital financings, including secured and unsecured loans, revolving credit facilities, term loan facilities and multiple facility and multiple currency credit agreements;
  • leveraged acquisitions, management buyouts and "going private" financings;
  • equipment leasing, including aircraft, railroad rolling stock, locomotives and ship financings;
  • loan participations and syndications;
  • letters of credit, repurchase and banker's acceptance facilities;
  • project financings related to energy and public power, water and sewer, education and infrastructure;
  • general obligation bond issuance by government entities;
  • factoring transactions;
  • loan restructurings and workouts, including debtor-in-possession financings;
  • intercreditor and subordination agreements relating to second lien loans, mezzanine and subordinated debt, public and private subordinated debt and seller financings;
  • commercial lending forms review and analysis;
  • import and export financings and cross-border financings; and enforcement and collection proceedings and other matters involving creditor's rights and bankruptcy.

Equipment Leasing

Our Equipment Leasing attorneys have practical experience in all aspects of equipment leasing and financing transactions, both U.S. and cross-border, including those involving aircraft, shipping vessels, automobiles, railcars, locomotives, power facilities, telecommunications, and computer and other technology equipment and software.

Our diverse range of representation includes vendor programs, federal government lease financing, purchases and sales of portfolios of leased assets, technology equipment leasing/finance, software financing, synthetic leasing, leveraged leases, transportation and movable equipment leasing/financing, energy production, solid waste disposal and similar facilities.

Our equipment leasing attorneys are supported by the dedicated legal resources of our approximately 400 lawyer firm, including attorneys from our tax, finance and project and structured finance practices. We help clients address the relevant issues in the planning stages to maximize benefits and avoid unnecessary risks.

Corporate Trust
Our corporate trust lawyers have extensive, decades long, experience representing financial institutions providing trustee, collateral agent, escrow agent, administrative agent, paying agent or other trustee, agent or other fiduciary services. We represent those institutions in Trust Indenture Act and corporate financings, including Rule 144A, Regulation S, high yield, subordinate and convertible issues, as well as private placements, MTN programs and structured financings. We have extensive experience representing corporate trust clients in international securities offerings and global project financings. In addition, we regularly represent those clients in connection with defaulted transactions, including bankruptcies and restructurings. Our long-term and in-depth experience representing corporate trust client enables us to recognize their particular concerns and to successfully advocate for the resolution of those concerns.

Banking
Our banking services include mergers, branch purchases and sales, minority investments, mutual-to-stock conversions and mutual holding company formations.  We also represent bank clients and other financial institutions in connection with a wide variety of public offerings of equity securities, and have served as counsel to issuers and underwriters. We regularly counsel bank and thrift clients on regulatory matters that affect their daily operations and strategic business decisions. Our attorneys are qualified in federal (Federal Reserve Board, FDIC, OCC and OTS) and state regulations and interpretations, and are also knowledgeable about federal and state laws and regulations affecting negotiable instruments, consumer protection, privacy and other matters which banks and thrifts encounter in their daily operations. The team includes a member who served as the Commissioner of Banking for the State of New Jersey and currently serves as Chairman of the Board of the Federal Home Loan Bank of New York.

Emerging Business

Our Emerging Business attorneys guide young emerging growth companies through the challenges of building a successful business. Our emerging business clients come from a broad spectrum of industries, including, consumer products and retail, e-commerce, media and entertainment, financial services, energy and clean technology, insurance, life sciences, industrial manufacturing and distribution, biotechnology, software, telecommunications and networking and healthcare services. We understand that the legal services provided to emerging companies must reflect an understanding of each client's business plan and strategies. To that end, each emerging business has a contact partner within the group who is familiar with the company, its owners, officers and operations.

Our attorneys are well-versed in choosing the appropriate business entity that will facilitate future efforts to raise capital or sell the business, addressing tax and liability concerns of emerging businesses, and providing value-added business planning and financial advice by recruiting board members, identifying financing sources and referring executive candidates for employment. Our attorneys advise emerging businesses on labor, employment, immigration and citizenship law issues, as well as intellectual property matters that increasingly affect all businesses.

Our representation of early stage companies is comprehensive and encompasses such areas as:

  • Entity selection and formation;
  • Seed-stage investments, including angel investors and friends and family;
  • Venture capital investments;
  • Private placements of equity and debt securities;
  • Mezzanine financings;
  • Mergers and acquisitions, including:
     - acquisitions and dispositions of assets and stock
     - mergers and other business combination transactions
     - joint ventures and strategic alliances
     - distribution arrangements and cashing out transactions
  • Government sources of financings such as Small Business Administration programs and stimulus funding;
  • Recapitalizations and restructurings;
  • Leveraged buyouts;
  • Initial public offerings;
  • Day-to-day legal matters and contracts;
  • Commercial disputes;
  • Intellectual property protection; and
  • Tax and estate planning and intellectual property matters.

Our attorneys form an interdisciplinary team that draws on experience from a number of the firm's practice areas, including tax, intellectual property, labor and employment, immigration, public strategy, government contracts, real estate and litigation. Our intellectual property attorneys have in-depth knowledge of the methods available to protect a client's patents, trademarks, copyrights and trade secrets. Our intellectual property attorneys also help prepare intellectual property applications, manage portfolios and establish offensive and defensive strategies.

As a result of our extensive experience assisting emerging growth companies, we can advise on a variety of liquidity alternatives and exit strategies that best suit the founders and shareholders of a particular company while at the same time delivering efficient, personalized and responsive legal services. We have frequently been able to introduce our clients to funding sources. We build long term relationships with our clients and the resources of our Firm are at their disposal.

Investment Management & Investment Adviser, Broker Dealer Regulation

The firm represents investment advisers and other investment managers with respect to all aspects of their businesses, including:

  • Formation;
  • Registration with the Securities and Exchange Commission or state regulatory authorities;
  • Ongoing compliance; and
  • Operational issues. 

Our attorneys advise in the drafting and negotiation of investment management agreements, subadvisory agreements, solicitation agreements, various required policies and procedures, market data agreements, electronic trading system agreements and other types of agreements relevant to the business of its clients. We also advise investment managers in connection with responses to inspections by regulators and disciplinary and enforcement proceedings.

The firm represents a large number of broker-dealers, as well as their executives, management, and brokers in investigations conducted by the SEC or self-regulatory organizations, including the NYSE and NASD. Its experience includes investigations of insider trading, arbitration hearings and court actions, representation of clients in connection with the start-up and registration of broker-dealers, and the purchase and sale of broker-dealers.

The practice includes the formation and registration of investment companies under the Investment Company Act of 1940, and counseling these investment companies in relation to ongoing compliance with applicable laws and regulations.

Mergers & Acquisitions

Our Mergers & Acquisitions attorneys represent numerous public and private enterprises, financial institutions, private equity and investment funds and their portfolio companies in connection with all phases of mergers and acquisitions, from initial structuring through closing. We represent both sellers and purchasers in such transactions as:

  • Stock and asset acquisitions and dispositions of public and privately held companies;
  • Mergers, tax free and other exchanges and other business combination transactions; 
  • Multinational acquisitions and divestitures; 
  • Acquisitions from bankrupt entities, including Section 363 sales; 
  • Management and other leveraged buyouts;
  • Auction processes; and
  • Joint ventures, strategic alliances and partnerships.

Our attorneys have handled a significant number of business combinations ranging from small, privately negotiated transactions to mergers, tender offers and other transactions involving public companies. We focus on and understand our clients' business needs and we collaborate with them to create value during each phase of the transaction, from the term sheet or letter of intent stage through closing. Each transaction is staffed with the appropriate number of attorneys working together effectively and efficiently across the range of disciplines necessary to close a transaction. Our attorneys work closely with a team of specialists in tax, intellectual property, executive compensation, employment, environmental, real estate and other disciplines to assist clients in assessing opportunities and structuring complex transactions.

In the course of managing these transactions, our attorneys help clients to engage and work with investment bankers and financial advisors where the services of these facilitators are desired, and manage all aspects of federal and state securities law and other laws that may affect mergers and acquisitions activities, including Hart-Scott-Rodino compliance. Our services have prominent national and international dimensions, including serving as counsel to numerous U.S. affiliates of foreign companies.

Mezzanine Finance

Our Mezzanine Finance attorneys regularly represent mezzanine investment clients in all phases of the complex business transactions they enter. From investment to exit, our attorneys are prepared to structure transactions, negotiate terms and document deals to achieve the appropriate balance of risk and reward. Our clients regularly include:

  • Mezzanine funds;
  • Bank-affiliated private equity and mezzanine groups;
  • Institutional investors;
  • Banks and bank holding companies;
  • Business development companies;
  • Corporate strategic investment programs; and
  • Insurance companies.

The scope of our mezzanine finance practice enables our attorneys to better understand the objectives of both borrowers and lenders, to know the market opportunities available to our clients, and to negotiate any side of the complex transactions they enter. Our attorneys are also active in handling private equity and leveraged buy-out matters, enabling them to counsel clients with a broad knowledge of the legal, tax and business issues that arise in these complex financing transactions. Our mezzanine financing representation encompasses: 

  • Structuring complex mezzanine financings;
  • Bridge financings;
  • Management buy-outs;
  • Debt and equity restructuring;
  • Recapitalizations;
  • Portfolio purchases and sales;
  • Add-on acquisitions; and
  • Initial public offerings.

Our team works closely with a dedicated team of tax lawyers to effectively identify and minimize tax consequences while maximizing economic returns. We analyze and resolve not only corporate and tax issues but also environmental, ERISA, intellectual property and commercial law issues that may arise in mezzanine financing transactions. With the competitive markets our clients face, our attorneys stay ahead of the curve in order to provide them with current, practical and prompt advice. We understand and are skilled at the lending business as evidenced by the number of high quality lender clients represented by our Firm.

Private Equity

Our Private Equity attorneys counsel private equity investors through all phases (including fund formation, primary investments and leveraged acquisitions), implementing value-added techniques at the initial funding stage, servicing ongoing portfolio company investments and structuring innovative exit strategies. In addition to providing counsel for the legal issues implicated in private equity transactions, our attorneys are skilled at structuring innovative, tax-advantaged solutions for our clients.

Through our Life Sciences, Energy and Clean Technology, Intellectual Property and other industry specific practice groups within our firm, our private equity attorneys have unique experiences in these industries and are familiar with the risks and rewards associated in investing in these type of industries. Our private equity practice is not limited to any particular industry and our attorneys have distinctive experiences in a variety of industries, including consumer products and retail, e-commerce, media and entertainment, financial services, energy and clean technology, life sciences, industrial manufacturing and distribution, biotechnology, consumer products, software, telecommunications and networking and healthcare services.

We specialize in representing funds that invest in middle market transactions and are experienced in counseling leading private equity firms and investors in transactions such as:

  • Fund formation;
  • Leveraged acquisitions and restructurings;
  • Buyouts;
  • Recapitalizations;
  • Senior and Mezzanine financings;
  • Secondary transactions;
  • Portfolio company transactions; and
  • Public offerings and private placements.

Our investor clients include:

  • Private equity funds;
  • Mezzanine funds;
  • Small business investment companies (SBICs);
  • Business development companies;
  • Insurance companies;
  • Clubs (two or more private equity funds acquiring a company);
  • High net worth family partnerships; and
  • Other strategic and institutional investors.

Our interdisciplinary team, comprised of attorneys experienced in such areas as securities, corporate finance, tax, technology and intellectual property, real estate, environmental, labor and employment, ERISA and litigation, assures clients that every aspect of a private equity transaction is covered. Our attorneys are proactive in identifying potential issues before they develop and addressing them efficiently and effectively.

Public & Private Offerings of Securities; Corporate Finance

Our Corporate Finance attorneys offer broad experience in structuring and documenting capital-raising and other transactions under the Securities Act of 1933, as amended (the "Securities Act") and the state securities laws, including:

  • registered public offerings of equity and debt securities, including initial public offerings, secondary offerings, exchange offers and business combinations;
  • private offerings of equity and debt securities by both public companies and privately held companies made pursuant to Rule 144A, Regulation D, Section 4(2) of the Securities Act or other federal or state laws;
  • public and private transactions implicating U.S. federal and state securities laws in cross-border M&A and financing transactions; hedging transactions; and going private transactions.

Our attorneys are trained to present solutions to clients to help maximize value from offerings while at the same time identify steps to minimize legal exposure for the investor-client or issuer-client and its board of directors. Our experience in all aspects of corporate finance (as further described under the heading "Private Equity")
encompasses:

  • mezzanine financing and venture capital transactions;
  • recapitalizations and restructurings; and
  • leveraged and other buyouts.

Public Companies; Securities Law Compliance

Our Securities attorneys handle all aspects of federal and state securities law compliance for public companies, including corporate governance issues relating to compliance with the Sarbanes-Oxley Act of 2002, as amended, fiduciary responsibilities of directors and officers, compliance with issuer reporting and disclosure requirements under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and, as discussed above, the securities registration requirements associated with the Securities Act and the state securities laws. We also counsel clients on compliance with respect to specific requirements of the SEC, the NYSE, the Nasdaq Stock Market, the American Stock Exchange and the Over the Counter Bulletin Board.

Our public company practice includes counseling with respect to:

  • preparation of periodic and current reports;
  • drafting disclosure under the Exchange Act;
  • proxy solicitations and organization of stockholder meetings;
  • preparation of audit committee charters, codes of ethics and various other required policies and procedures;
  • assistance with employee compensation matters and disclosure;
  • formation and responsibilities of special committees;
  • director and officer fiduciary duties and responsibilities;
  • compliance with legal and ethical requirements, including rules relating to attorneys and other professionals who represent companies before the SEC;
  • assistance with internal, FINRA or SEC investigations; and
  • interaction with an issuer's outside auditors.

We also have extensive experience with respect to the regulatory and enforcement issues that arise in public companies, including those in connection with securities market transactions. We are well versed in structuring and implementing securities law compliance programs to establish best practices for issuers and regulated financial institutions.

SBIC Formation, Licensing & Investment Transactions

We are one of very few law firms in the United States to have a group dedicated to servicing Small Business Investment Companies ("SBIC") and we are the only such firm where such expertise is resident in the tri-state area of New York, New Jersey and Connecticut. This practice is national in scope and represents private equity and mezzanine funds (including those bank owned or controlled) as well as merchant banks and commercial lenders during fund formation, licensing and investment transactions.

The members of this group have been involved in the SBIC program for many years, frequently speak at industry functions, lecture on behalf of business school programs, write articles for the New York and New Jersey Law Journal and have assisted Small Business Administration (SBA) in the drafting of many of its form documents, including the model partnership agreement currently being utilized for new applicants. The Firm's practice in this area was previously featured in a full page article by NASBIC News, the trade association newsletter. As a result of this significant involvement in the SBIC program, our attorneys have developed long term working relationships with senior decision-making personnel at SBA.

Our SBIC attorneys have extensive experience in:

  • Fund Formation - including fund structuring, preparing fund terms and conditions and other associated legal documentation and negotiating with institutional investors regarding side letters and other matters;
  • SBIC Licensing - such as assisting with the SBIC application process, including Management Assessment Questionnaires (MAQ) submissions, SBIC application submissions, opinions for commitments and future draw-downs, SBA interviews, and regulatory compliance matters;
  • Investment Transactions - negotiating and documenting loan and investment transactions, structuring joint and co-investment opportunities and representing portfolio companies; and
  • Regulatory and Limited Partner Issues - such as operational monitoring, "capital impairment" issues, and restricted operations and liquidation concerns.

Venture Capital

Our Venture Capital attorneys provide a full array of legal services to both venture capital investors and start-up/emerging growth companies. We are versed in not only the legal structures behind raising capital but also in the current market trends for venture investments. This rounded experience has proven invaluable for both venture capital funds seeking additional, promising investments and companies seeking funding. Our attorneys routinely facilitate the introduction of venture capitalists and innovators.

Our Venture Capital attorneys understand not only the competing interests of venture capital funds and companies seeking capital but also the relationship and common purposes between them. With respect to the investors, the firm's attorneys are skilled in structuring the components of the capital raising process to fit the legal and investment objectives of any particular fund. With respect to innovation start-ups or emerging growth companies, our attorneys recognize that each one is unique. At the same time, we are mindful of the typical issues that may arise with such transactions, enabling us to provide start-up or emerging growth companies with efficient, cost-effective service. 
Our Venture Capital attorneys draw on the depth of the firm's various practice groups and areas of proficiency – rather than just one – so that attorneys throughout the firm lend expertise as the situation and the client's specific needs dictate.  These areas of specialization include Life Sciences, Energy and Clean Technology, and Intellectual Property.  Our attorneys in these areas have unique experiences and insights, and are familiar with the risks and rewards associated with the industries with whom they routinely work. 

Our Venture Capital practice is not limited to any particular industry and its attorneys have distinctive experiences in a variety of industries, including energy and clean technology, life sciences, biotechnology, consumer products and retail, e-commerce, media and entertainment, financial services, industrial manufacturing and distribution, consumer products, software, telecommunications and networking and healthcare services.

Critical to McCarter & English's venture capital practice are the intellectual property and information technology lawyers (ranked among the largest IP practices in the United States) spanning its regional offices, including many members with PhDs from some of the best universities in the country.  Their capacity to conduct in-depth due diligence and license reviews and negotiations enables clients to better evaluate risks and protect their intellectual property rights. Besides life sciences, our IP group has extensive experience in matters related to internet, electronic and electro-mechanical technologies, fluidics, combustion engines, medical devices, pharmaceuticals, pneumatic and hydraulic systems, and chemical and chemical processing technologies. Representations are both domestic and international, oriented to worldwide intellectual property protection.  

Our Venture Capital attorneys have extensive experience in the following:

  • Fund formation;
  • Bridge financings;
  • Early and late stage financings; and
  • Portfolio company transactions, including divestiture transactions, management buyouts, mergers and acquisitions, initial public offerings and private equity sales.

Our Venture clients include:

  • Angel investors;
  • Venture capital funds;
  • Early and late stage emerging growth companies;
  • High net worth family partnerships; and
  • Other strategic and institutional investors.

Representative Matters

We represented a developer and provider of specialized conference spaces and integrated services for off-site professional meetings, in connection with the issuance of Senior Secured Notes to private equity funds that invest in debt and equity in lower middle market companies.
We represented Colortree Group, Inc., a portfolio company of Boathouse Capital, a $120 million private equity firm that invests mezzanine debt and equity into lower middle market businesses across the U.S., in the acquisition of Direct Impressions, Inc., a graphic arts company specializing in printing, mailing and direct-mail marketing services.

Speaking

02/24/19
Yeshiva University Sy Syms School of Business
12/12/18
Legal Mentor Program - Boston Founder's Institute
12/09/18
Founder's Shop - Quake Capital LA
11/27/18