Our Corporate Practice is the heart of our firm. To serve our business clients, we bring to every project two constant goals: we will be even more responsive to our clients than they expect, and we will always maintain our focus on their business objectives. We believe strongly in the firm’s client service commitment to be “Partners for Your Business®.”
CL&M presents a compelling alternative to the megafirm mentality. We enjoy practicing law at the top of our profession in a cordial, respectful and intensely professional environment. Especially for a firm our size, our Corporate Practice is broad-ranging and highly sophisticated. We routinely see firms several times our size as participants in the transactions we are managing.
The businesses we serve and the executives who lead them benefit from the knowledge and skills of the attorneys in every practice group in our firm. Because of the breadth and depth of experience found in our Securities, Investment Management, Private Equity, Tax, Litigation, Media & Technology, Intellectual Property, Employment, Benefits, Environmental and other practice groups, we can efficiently and successfully represent clients in an enormous variety of corporate transactions.
Mergers & Acquisitions
CL&M has represented a distinguished list of clients in the purchase and sale of businesses (“M&A”). We act as both special and regular counsel for domestic and non-U.S. enterprises, and have also served as counsel to the merchant banks and commercial banks that finance such transactions.
We are especially experienced in handling U.S. acquisitions for offshore clients, and also in coordinating the foreign aspects of multinational deals through a trusted selection of skilled correspondents in all of the world’s financial centers.
In a two-year period, we represented Bowater Incorporated (NYSE: BOW), a leading paper and newsprint company, in sales of nearly 350,000 acres of timberlands for approximately $352 million.
The firm advised Danisco A/S (Copenhagen: DCO), one of the world’s largest producers of food ingredients, in its $615 million acquisition of all of the outstanding shares of Genencor International, Inc. (NASDAQ: GCOR), a diversified biotechnology company that develops and delivers innovative products and services into the industrial, consumer, agri-processing and health care markets. Danisco made the acquisition through a negotiated agreement with Eastman Chemical Company and an agreed tender offer for all of the publicly-held shares of Genencor.
We represented Pall Corporation (NYSE: PLL), a global leader in the filtration, separation and purification industry, in numerous acquisition transactions, including the acquisition of the Filtration and Separations Group of US Filter Corporation, an indirect wholly-owned subsidiary of Vivendi Environnement, for $360 million in cash.
We assisted ICAP plc (LSE: IAP) -- the world’s largest inter-dealer broker in the wholesale market for OTC derivatives, fixed income securities, money markets, futures, foreign exchange and energy and equity derivatives -- in the acquisition of APB Energy, Inc., a leading energy broker. We also represented ICAP in its acquisition of First Brokers Securities Inc., the leading New York inter-dealer broker in U.S.-denominated corporate debt. New York has four primary inter-dealer brokers, handling trillions of dollars in transactions every day; we represent three of them..
The firm has represented international media group United Business Media plc (LSE: UBM.L) in numerous acquisitions, including its $920 million agreed tender offer for trade publisher CMP Media Inc., as well as its $520 million sale of United Advertising Publications and $220 million sale of Visual Communications Group.
Corporate Finance
Helping our clients finance their businesses and acquisitions is one of our core competencies. Our Corporate and Securities Practice Groups handle the sale of debt and equity securities, including initial public offerings; private placements of securities; syndicated bank loans; structured finance transactions; compliance with state and federal regulation; and advice concerning private offering rules Regulation S and Rule 144A.
Our work in cross-border securities offerings includes extensive experience in representing Canadian and Israeli companies that are seeking capital through IPOs into the United States and in refinancings of these companies.
The firm represented Orient-Express Hotels Ltd. (NYSE:OEH) in connection with its $218.5 million initial public offering, lead managed by Merrill Lynch and Lazard Frères and several subsequent underwritten securities offerings.
The firm represented Pengrowth Energy Trust (NYSE: PGH), one of the largest conventional royalty trusts in North America, in the successful CDN $245 million public offering of Trust Units, the first-ever public offering in the United States by a Canadian oil and gas energy trust.
We advised GE SeaCo Finance SRL, a bankruptcy remote special purpose subsidiary of GE SeaCo SRL, in a $400 million financing. The transaction involved a refinancing and sale of $100 million securitized revolving notes to a commercial paper conduit sponsored by Wachovia Bank and a private placement of $300 million securitized term notes in the 144A market through Wachovia Securities.
We assisted in the formation and initial public offering (by way of a spin-off and rights offering) of Paramount Energy Trust (TSX: PMT.UN), a natural gas royalty trust which had a market capitalization of CDN $600 million immediately following the offering. It had a follow-on public offering in Canada, with a portion of the trust units sold in the United States in Rule 144A transactions.
We act as corporate trust counsel for The Bank of New York Company, Inc. (NYSE: BK), which does more corporate trust business than virtually all other New York banks combined. Founded in 1784, BNY is the global leader in securities servicing for issuers, investors and financial intermediaries, and is the oldest bank in the United States.
Representative Clients
Our other clients include the American Stock Exchange, Barclays Global Advisors, Cooper Surgical, Inc., Deutsche Bank, GFI Group Inc., Globus-Gateway Tours Ltd., Incisive Media plc, JPMorgan Chase, Kaneka Ltd., Ness Technologies, Inc., Polish Steamship Company, Sea Containers Ltd., Tullett Prebon Group Ltd. and UBS and WestEnd Capital Management, LLC.