Mergers and acquisitions are the backbone of Bilzin Sumberg's corporate and securities practice. Led by Alan D. Axelrod and Daniel H. Aronson, Corporate & Securities Group co-chairs and two of the most experienced and recognized M&A attorneys in the Southeast, our M&A practice is vibrant, rich and diverse, in terms of deal size, variety and complexity. We have counseled clients on hundreds of transactions, involving billions of dollars, always focusing on practical, business-focused solutions responsive to our clients' challenges and needs.

Our attorneys are "deal makers" who have partnered with clients to structure, negotiate and execute a broad range of transactions, including:

• Mergers, acquisitions and sales of public and private companies
• Acquisitions and dispositions of assets, divisions and business units
• Purchases and sales of both controlling and minority interests
• Joint ventures and strategic alliances
• Leveraged buyouts and management buyouts
• "Going private" transactions
• International and cross-border transactions
• Spin-offs and roll-ups
• Auctions and bid transactions (representing both buyers and sellers)
• Corporate reorganizations and restructurings
• Tender and exchange offers
• Anti-takeover planning, advice and defenses

Our broad and diverse M&A client base crosses many markets and industries. We assist companies ranging in size from venture-backed start-ups effecting their first transaction to Fortune 100 companies with established and on-going acquisition programs.

Bilzin Sumberg has long been recognized as one of the most active and highly regarded law firms in the area of complex joint ventures and strategic alliances. Our joint venture practice is led by Steven D. Lear and Marshall R. Pasternack, who bring to bear many years of experience counseling clients in successfully navigating the often complex legal, tax and business considerations attendant to sophisticated joint venture transactions. We have represented our clients in hundreds of joint venture transactions, involving billions of dollars in assets. Specifically, our joint venture practice focuses on structuring, negotiating and documenting joint venture relationships and strategic alliance arrangements formed for any number of participants and purposes, including residential and commercial real estate development (such as condominium, office, retail, single-family and mixed use projects), distribution, product development, co-marketing, administrative services and research and development. In addition, the group has extensive experience in helping clients determine the appropriate joint venture structure—whether a corporation, partnership, limited liability company, purely contractual relationship, or some combination of these—and in assisting clients in their evaluation of the various tax, cash flow distribution, liability, control, governance, exit strategy and other implications of any particular structure. Our joint venture experience includes domestic, cross border and international arrangements.

With rapidly changing and fluctuating financial markets and the complex myriad of rules and regulations addressing investment and lending activities, businesses seeking to raise capital or otherwise navigate the capital markets need a law firm with proven experience, no-excuses responsiveness and credibility with market participants.

Bilzin Sumberg's corporate finance and capital markets attorneys are dedicated to assisting our clients in finding and securing the funds they need to operate, grow and prosper. Applying an interdisciplinary team approach which draws upon the expertise and resources of attorneys throughout the firm, we leverage our strong relationships with venture capital, private equity, investment banking and commercial and alternative lending sources to assist clients in raising funds through all varieties of lending transactions as well as private placements and public offerings of equity, debt and equity-linked securities (including in SEC-registered, Regulation S and Rule 144A offerings).

Our corporate and securities attorneys represent issuers, selling shareholders, underwriters, placement agents and other capital market participants, in transactions ranging from "angel" and venture capital investments to multi-billion dollar loans, private placements and underwritten securities offerings. We also advise clients concerning compliance with and reporting obligations under the federal securities laws and stock exchange rules.

Led by Robert M. Siegel, one of the most active commercial lending practitioners in the Southeast, our corporate finance attorneys serve the legal needs of client companies and the commercial banks, investment banks, equipment lessors and other lending institutions that provide important sources of financing to them. We routinely handle complex lending and other financial and commercial transactions throughout the U.S. and abroad, including cash flow and working capital financings, asset-based loans, warehouse and repurchase facilities, subordinated and mezzanine debt, intercreditor arrangements and leasing/floor plan financings. We also have an active practice serving as counsel for issuers, servicers and other participants in securitized financings, hedging and other derivative transactions, securitizing everything from residential and commercial mortgages to retail installment contracts to automobile dealer floor plan loans.

Led by Daniel H. Aronson, Corporate & Securities Group co-chair and one of the most active and recognized private equity and venture capital advisors in the Southeast, our private equity practice leverages our lawyers’ extensive skills and experience in fund formation, portfolio company investment and acquisition, corporate finance, securities offerings, tax and restructuring, as well as our deep and diverse experience in industries as diverse as consumer products, employee-outsourcing, gaming, healthcare products and services, homebuilding, energy, financial services, hotels and restaurants, pharmaceuticals, retail, commercial and residential real estate development, software, technology, telecommunications and teleservicing.

Whether we represent the source of funding or the entrepreneur or company in search of growth or expansion capital, or the strategic or financial sponsor buyer or target company, our goal is to provide creative and practical, business-focused solutions to the challenges our clients face in all aspects of private investment and acquisition activity. Keenly attuned to the ever changing "market" standards by which acquirers and investors assess new opportunities, we assist our clients across many industries and through the complete business life cycle, including:

• Fund formation
• Structuring, negotiating, documenting and closing investment and acquisition transactions
• All manner and varieties of financing transactions and instruments, including senior credit facilities and term loans, subordinated and mezzanine financing, bridge loans, convertible debt and preferred stock investments and other specialized transaction financing
• Ongoing portfolio company transactions and support, including follow-on financings, acquisitions, joint ventures and board and stockholder matters
• Corporate counsel and regulatory compliance
• Planning and execution of exit strategies such as sales (including auctions), public offerings, transactions providing partial liquidity and recapitalizations

Companies – and their directors and management – are faced with unprecedented challenges as recently enacted laws and regulations are changing the way Corporate America lives and works.

Bilzin Sumberg's Corporate & Securities Group draws on the extensive experience of our securities, transactional, governance, compensation and litigation attorneys to provide clients with the information, analysis and assistance they need to plan for and respond to a rapidly changing regulatory environment.

Our attorneys have extensive experience in counseling boards of directors, special committees, management and other constituencies concerning the numerous laws and regulations that impact corporate governance, including the Sarbanes-Oxley Act of 2002 and complex myriad of rules and regulations adopted by the Securities and Exchange Commission, stock exchanges and the accounting profession. Our corporate governance services include counseling and assistance and advice concerning "best practices" in the following areas:

• Development of board and committee charters and governance standards
• Composition of boards and special and standing committees
• Fiduciary duty advice regarding ongoing corporate governance as well as special, conflict and transactional matters, including change of control and interested party transactions
• Compliance with disclosure, certification and related requirements under the federal securities laws and stock exchange rules
• Assistance with unsolicited shareholder proposals
• Development of corporate governance compliance programs and codes of ethics
• Special committee inquiries and investigations of possible wrongdoing
• Responses to regulatory inquiries and investigations
• Director and officer limitation of liability, indemnification and insurance matters

Our Corporate & Securities Group handles a substantial number of sophisticated international and cross-border arrangements and transactions for domestic and foreign clients, with a particular focus on businesses and deals involving or located in Latin America. Many of our attorneys are fluent in a number of languages (including Spanish, Portuguese, German, Russian and Ukrainian), and are intricately familiar with the business, legal and social culture of many countries. We leverage our expertise through strong and established relationships with leading law firms and other professionals throughout these jurisdictions. Accordingly, we can quickly and efficiently assemble a team to handle almost any business issue or transaction our clients face anywhere in the world. We regularly assist our U.S. clients in a variety of cross-border transactions and arrangements, including acquiring foreign businesses, forming international joint ventures, raising offshore capital, minimizing worldwide taxation and selling companies or divisions to foreign acquirers. Similarly, we assist our non-U.S. clients in establishing operations in the U.S., in acquiring or investing in U.S.-based businesses, in participating in joint ventures with U.S. partners and in taking advantage of the U.S. capital markets. Our non-U.S. clients include global and small foreign companies, as well as wealthy non-U.S. families and individuals.

Bilzin Sumberg provides practical and sophisticated legal advice both to companies and executives on salary, bonus and equity compensation arrangements. Comprised of both corporate and tax professionals, our executive compensation practice includes the negotiation and drafting of executive employment agreements, drafting bonus plans, structuring and drafting equity compensation plans, including incentive and non-qualified stock options, restricted and deferred stock plans, phantom stock plans and other stock purchase arrangements and advising on Section 409A and Golden Parachute issues.

The Executive Compensation practice supports the firm's general corporate practice, capital raising activities and mergers and acquisitions activities by providing advice on appropriate representations, warranties and indemnities concerning executive compensation, structures for executive returns from acquired companies as well as success fee arrangements for executives of both acquired and acquiring companies.

Regardless of a company's size or stage of development, we make the collective expertise gained from servicing our largest clients and working on the most complex transactions available to every client. Accordingly, in addition to assisting with special, emergency and transactional matters, we act as strategic partners in assisting our clients with the legal issues encountered in business formation as well as everyday business operations. We also recognize that small, growing businesses need comprehensive, experienced and cost-effective business counsel. Our general corporate services include:

• Assistance in planning from the conceptual stage, including in selecting and structuring the appropriate business entity for the client's needs and objectives, and in organizing business entities in a variety of jurisdictions
• Preparing subscription and stockholder/owner agreements and arrangements, including buy-sell agreements, voting trusts and proxies
• Facilitating and documenting initial capitalization and financing arrangements
• Providing advice, and preparing plans and agreements, regarding executive compensation and benefit arrangements, as well as employment and non-compete arrangements, for directors, management and employees
• Preparing term sheets, letters of intent and memoranda of understanding for a wide variety of transactions and arrangements
• Crafting agreements to protect inventions, ideas, intellectual property and confidential information
• Advising with respect to leases, distribution, customer and vendor contracts and other agreements
• Helping to resolve stockholder/owner, employee and other disputes
• Assisting with board, management and stockholder/owner meetings (and related notice and informational requirements)
• Providing advice and assistance concerning director and officer, as well as member and partner, limitation of liability, indemnification and insurance issues

Bilzin Sumberg's Tax Group works closely with the firm's corporate and securities lawyers in developing and implementing creative yet pragmatic tax-sensitive strategies and solutions for complex mergers, sales and acquisitions, joint ventures, cross-border transactions, public and private financings, reorganizations and real estate transactions. Additionally, our transactional tax lawyers provide practical, client-focused advice on various federal and state tax matters, including pre-transaction planning, business entity selection, executive compensation, tax controversies, and estate and tax planning for high net worth individuals and families.