MERGERS, ACQUISITIONS, DIVESTITURES AND JOINT VENTURES (“M&A”)
Gray Haile represents a broad range of participants in the M&A arena, including: buyers, seller and co-venturers; start-up, middle-market and Fortune 500 companies; and investors and entrepreneurs. We formulate strategic, structural and negotiating positions and draft and close various and significant transactions, with deal values that range from few hundred thousand dollars to hundreds of millions. We represent clients in virtually every type of transactions, including asset and stock deals, mergers, leveraged buyouts, and joint ventures.
PRIVATE EQUITY & VENTURE CAPITAL
Gray Haile represents private equity and leveraged buyout firms in acquiring and divesting equity and debt positions in portfolio companies in various industries. We also counsel issuers and financial sponsors engaged in private capital offerings and exit financings. Our attorneys have extensive experience structuring, drafting and negotiating investment terms and all associated documentation, including investment agreements, purchase agreements, registration rights agreements, shareholders and investors rights agreements, and all necessary filings to comply with federal and state securities laws.
SECURITIES: DISCLOSURE AND COMPLIANCE, CAPITAL MARKETS TRANSACTIONS, CORPORATE GOVERNANCE, AND WORKOUTS AND RESTRUCTURINGS
Over the course of our careers, we have collectively represented clients on hundreds of varied public and private debt and equity transactions with an aggregate market value of well over $80 billion, ranging from early venture capital rounds to numerous initial public offerings and restructuring financings. Our Securities team includes attorneys formerly with the U.S. Securities and Exchange Commission (“SEC”) with experience addressing SEC investigations and other issues from the standpoints of the regulators (as SEC attorneys) as well as the clients (as in-house counsel), and are ideally positioned to help clients facing complex SEC issues.
We work with public companies on periodic and other reporting under the Securities Exchange Act of 1934, from preparing and reviewing SEC filings to advising on disclosure controls and procedures, including matters with respect to Form 8-K, tender offers, issuer repurchase plans, executive compensation issues, option plan administration, compliance with Sarbanes-Oxley, Regulation FD, insider trading policies, Rule 10b5-1 plans, and Section 16 reporting obligations. We advise boards of directors, senior management, shareholders and members, and fund managers with respect to fiduciary duties and other corporate governance matters, compliance with federal securities laws and the corporate governance requirements of NASDAQ, the New York Stock Exchange and state corporate law.
We advise investors; entrepreneurs; emerging companies; public issuers; foreign issuers; as well as underwriters, financial advisors and other financial intermediaries on all aspects of federal and state securities laws and public and private capital markets transactions. We also have considerable experience with restructurings, including distressed debt transactions, workouts and bankruptcy related matters. Our attorneys assist emerging growth companies by designing “best practices” policies to prepare for going public and have helped seasoned issuers successfully meet new and evolving regulatory regimes. We provide interpretive advice and guidance to issuers involved in M&A activity, primary and secondary offerings of debt and equity securities, tender offers and exchange offers. We also assist emerging growth companies and investors in the structuring and negotiation of private-equity and venture capital transactions.
COMMERCIAL AND PROCUREMENT
Gray Haile attorneys possess substantial expertise in negotiating and drafting commercial contracts on behalf of Fortune 500 clients. We have assisted publicly traded multinational corporations on a variety of projects involving close collaboration with the client’s sales, procurement, accounting, finance, tax and legal functions. We recently drafted and negotiated major supply agreements with values of up to $200 million, including information technology, outsourcing, equipment, logistics, OEM and other supply contracts. Our commercial expertise includes the capacity to negotiate major joint venture agreements and core sales agreements, and to lead and support significant internal corporate projects, such as intercompany reorganizations, change of control transactions (such as mergers, acquisitions, spin-offs and divestitures), and other projects involving extensive corporate planning and implementation.
GENERAL CORPORATE
Gray Haile LLP provides a full range of corporate and commercial legal services. Our services include entity formation and planning; drafting and negotiating operating, partnership and shareholder agreements; strategic legal and business advice; contract interpretation (in the ordinary course of business or in advance of a potential dispute); and counseling clients with respect to any and all such matters that are relevant to the life and development of a business. Our clients include publicly traded multinational corporations, entrepreneurs, and middle market companies. We take great pride in serving all clients, large and small, with the same enthusiasm and dedication. Industries in which we have counseled clients include oil and gas; automotive; information, communications and technology (including satellite communications); financial services; defense contracting, broadcast and media; pharmaceutical; manufacturing and distribution; entertainment; and real estate.
PUBLIC FINANCE
The firm's attorneys have experience representing issuers, beneficiaries and financial institutions in the issuance of tax-exempt bonds and other instruments, as bond counsel, underwriter counsel, disclosure counsel, special counsel and bank counsel for the financing of a range of capital projects. We have shepherded transactions from due diligence to closing, including negotiating, structuring and drafting agreements; representing the client with bonding authorities, rating agencies and other third parties; and otherwise managing and ensuring the optimal closure of each transaction.
DISPUTE RESOLUTION AND LITIGATION
We routinely represent clients involved in disputes and litigation. Our experience covers the spectrum of the adversarial process. Our team includes a former Assistant United States Attorney, and attorneys with substantial experience overseeing, managing and prosecuting business litigation for a Fortune 100 client and other publicly traded companies. We also have significant experience managing and resolving disputes throughout the world, including assisting and coordinating litigation before courts in other jurisdictions, based upon our prior working relationships with law firms throughout the United States, as well as in the United Kingdom, throughout Europe, and in several countries in Africa. Our attorneys have negotiated and successfully settled various disputes, including:
(i) representation of shareholders and officers in several and separate matters involving intra-company disputes, including prosection and defense of corporate governance claims; (ii) intellectual property dispute; (iii) indemnification claims relating to third party tort claims and reduction of earn-out amounts arising from asset purchase agreement; (iv) prosecution of multi-defendant, personal property damage claims relating to defective industrial equipment; (v) prosecution and defense of employment claims, including civil rights violations, wrongful
termination and enforcement of restrictive covenants; (vi) defense of pending claims and conduct of an investigation relating to Foreign Corrupt Practices Act; (vii) settlement of multiple cure payment claims relating to acquisition of assets from debtor-in-possession under Chapter 11; and representation of the issuer in a securities fraud case relating to an IPO.