Our Corporate Practice is broad-ranging and highly sophisticated. From our long-standing offices in the heart of New York’s financial district and our mid-town conference center, we advise our clients on corporate transactions of all type and size. Our depth of experience and complementary firm practice groups allow us to provide full service and comprehensive advice to our clients and their advisors.
CL&M enjoys a reputation as one of the leading mid-size business law firms. We regularly handle large, complex and demanding transactions in the United States and around the world. We are a particularly attractive resource for mid-market companies seeking sophisticated and experienced corporate counsel without the excessive cost and structural inefficiencies often encountered when dealing with the largest law firms.
We counsel our clients on a wide range of corporate matters, including:
- Securities and debt offerings and other capital-raising transactions;
- Domestic and cross-border mergers and acquisitions and joint ventures;
- Private equity and other strategic investments;
- Corporate trust matters;
- Distressed debt and financial claims trading;
- Broker/dealer and investment management matters;
- Institutional lending and related compliance and structuring matters;
- Competition and other anti-trust matters;
- Corporate organizational and governance matters; and
- Commercial contracts of all kinds, including manufacturing, supply and distribution agreements, franchising agreements, employment and consulting agreements and licensing and other intellectual property agreements.
Following are brief summaries of our corporate practice groups. For more information about these groups, their capabilities and their attorneys, please see our detailed practice group descriptions.
We have a long and distinguished history of assisting our foreign clients with their U.S. matters and our U.S. clients with their foreign matters. Our goal is to assist our clients in navigating the challenges and complexities of the U.S. market by serving as their Gateway to America®.
We regularly advise our foreign clients on such cross-border transactions as offerings, private equity investments, joint ventures and business acquisitions and disposals. We also help our clients expand their operations into the U.S. by providing them with the necessary wide-ranging legal services. For those foreign clients with an established U.S. presence, we provide on-going advice for their everyday business and operating needs. As a full service mid-sized law firm, we provide attentive and cost-effective solutions that are much appreciated by our foreign clients.
Since 1969, attorneys currently with CL&M have represented numerous Canadian companies, financial institutions, governments and individuals throughout Canada. While our practice has emphasized securities matters, mergers and acquisitions and taxation, we provide a full range of legal services relating to our Canadian clients in other areas of U.S. law as well, including broker-dealer, investment adviser and hedge fund regulation, antitrust and competition, intellectual property, lending, creditors’ rights and bankruptcy, real estate, environmental regulation, litigation, maritime, trust and estates and charitable foundations.
We have been providing legal services to Israeli-based companies for over 20 years. CL&M has represented numerous Israeli public, private and governmental companies, including a number of Israeli-based companies that are traded on NASDAQ. We provide a wide range of services to Israeli-based companies, and our different practice groups assist our Israeli clients in all aspects of U.S. law. Additionally, our long history of interaction with our clients’ Israeli attorneys and accountants helps ensure that their U.S. activities are carefully calibrated with Israeli tax, accounting, government regulation, intellectual property, labor and compensation issues.
We have extensive collective experience representing issuers and underwriters in a broad range of capital market transactions for domestic and foreign companies.
The scope of securities transactions we regularly provide legal advice on includes: (1) registered primary and secondary equity and debt offerings; (2) unregistered equity and debt offerings (private placements, Rule 144A transactions, commercial paper programs and issuances of securities under court approved plans); (3) private investments in public equity (“PIPEs”); (4) cross-border transactions, including U.S. offerings by foreign issuers and offshore offerings by U.S. issuers under Regulation S; (5) security issuances connected with mergers and acquisitions; (6) security ownership filings under the securities laws; and (7) “going private” transactions.
We also advise U.S. and foreign issuers and their executive officers, directors or shareholders in the following areas: (1) Sarbanes-Oxley Act compliance; (2) compliance with exchange listing requirements; (3) periodic and current reporting under the securities laws; (4) issuer proxy statements; and (5) reporting of insider trading.
Capital Markets and Leverage Finance
We have extensive experience in: (1) structuring, negotiating and documenting secured and unsecured debt transactions, including unsecured and second lien high yield notes offerings and leveraged loan transactions; (2) acquisition loans, LBOs and mezzanine financings; (3) drafting indentures, credit agreements, security documents and intercreditor agreements; and (4) handling complex subordination, security and intercreditor issues.
Our attorneys have represented numerous underwriters and issuers in securities offerings and lenders and borrowers in loan financings.
Institutional Lending Practice
CL&M represents money market banks and institutional investors in connection with secured lending, aircraft leasing, equipment leasing and securitization transactions as well as credit enhancement of tax exempt bonds. We also represent lenders in connection with the structuring of financial products, including applicable bank regulatory issues. We advise institutional clients and borrowers on the compliance requirements arising from the Dodd Frank regulations applicable to derivatives.
Mergers and Acquisitions
CL&M has long been recognized as a leader in advising on sophisticated mergers and acquisitions and related corporate transactions. We are especially experienced in handling U.S. acquisitions for offshore clients and the U.S. aspects of other cross-border transactions, including U.S. antitrust and regulatory issues. While we regularly advise large companies with their M&A deals, we also represent numerous smaller clients, many of whom do not regularly engage in M&A transactions. We strive to tailor our advice to the needs of our clients, recognizing that transactions of different size and complexity require different approaches.
We have one of the oldest and most sophisticated corporate trust practices in the United States. The firm’s corporate trust expertise developed from our long standing representation of some of the oldest and largest financial institutions and indenture trustees in the country, including The Bank of New York Mellon, U.S. Bank and Wells Fargo. Our corporate trust team has many years of experience in advising corporate, municipal and indenture trustees, owner trustees, and escrow, paying and collateral agents in connection with a wide variety of transactions and situations. An important part of our corporate trust practice involves advising indenture trustees, issuers, lenders, issuers’ counsel and investors in connection with indenture defaults and default administration, litigation, work-outs and bankruptcies. Our broad indenture trustee representation includes corporate debt, municipal debt and unit investment trust matters.
We have extensive experience with the purchase and sale of domestic and foreign distressed bank loans and other financial claims on behalf of hedge funds, trading desks and special purpose vehicles. We help our clients achieve success in the U.S., European, Latin American and Asian Pacific markets by negotiating and documenting confidentiality agreements, “big boy” letters, trade confirmations, purchase and sale agreements, participation agreements, sub-participation agreements, netting and proceeds letters. Through our participation in the Loan Syndications & Trading Association and its Trade Practices and Forms Committee, we are actively involved in establishing market practice and developing standards.
Broker-Dealer and Investment Management
We advise individuals and broker-dealers, investment advisers and other financial institutions on regulatory, compliance, enforcement, SEC investigations and examination issues related to federal and state securities laws and the rules of various self-regulatory organizations, including FINRA.
Baytex Energy Corp., B Communications Ltd., City Index Limited, CooperSurgical, Inc., Crescent Point Energy Corp., Deutsche Bank, Empyrean Capital LLC, Founders Equity, Gilat Satellite Networks Ltd., JPMorgan Chase Bank, N.A., Kaneka Corporation, New York Cruise Lines, Inc., Seaco SRL, SPDR® Gold Trust, Strategic Value Partners, LLC, Sword Group SE, The Bank of New York Mellon, Trinity Biotech plc, U.S. Bank N.A., Wells Fargo Bank, N.A. and Victaulic Company.
- Guy Ben-Ami - Counsel
- Alan J. Bernstein - Retired Counsel
- Mary Winchurch Brown - Counsel
- Faith Colish - Counsel Emerita
- H. Thomas Davis, Jr. - Partner
- Alison M. Dreizen - Counsel
- John J. Driscoll - Counsel
- Jane Elberg - Associate
- James Gadsden - Partner
- Steven J. Glusband - Partner
- Raphael S. Grunfeld - Partner
- Bryan J. Hall - Partner
- Caitlin Dey Harrison - Associate
- Mary Joan Hoene - Counsel
- David I. Karabell - Partner
- Austin D. Keyes - Partner
- Brielle E. Kilmartin - Associate
- Marc A. Kushner - Partner
- Guy P. Lander - Partner
- Steven Paul McSloy - Partner
- Robert A. McTamaney - Retired Counsel
- Ann Batchelor Pace - Counsel
- Richard G. Pierson - Partner
- Bruce A. Rich - Retired Counsel
- Matthew J. Schwartz - Associate
- William F. Sondericker - Partner
- Andris J. Vizbaras - Partner
- Pang Zhang-Whitaker - Partner