Corporate and Finance

Acted as underwriters' counsel for public offering of debt and equity securities for companies engaged in diverse activities such as REITS, banking, insurance, manufacturing, food processing, and telemarketing. Conducted due diligence review, negotiated and document underwriting agreements, assisted in preparation of prospectuses and filings with SEC, NASD and stock exchanges.

Acted as issuers' counsel in public offerings and represented publicly traded companies in preparing SEC filings under the 1933 and 1934 Acts for entities engaged in varied activities from department stores to publishing and telecommunications services.

Represented general partners in organizing limited partnerships and obtaining investors for real estate, natural resources (coal, oil and gas) and other activities; prepared private placement memoranda and financing documents, prepared tax opinion letters, and secured exemptions and made requisite filings under federal and state securities laws and conducted due diligence.

Represented buyers and sellers of businesses in transactions encompassing stock and assets purchases and mergers for various industries including securities firms, wholesale distribution, consumer products, advertising services, and service vehicles, etc. Negotiated and prepared acquisition and merger agreements, employment, franchise and financing agreements, due diligence, Hart­Scott­Rodino filings and third party opinion letters.

Acted as counsel to issuers in going private transactions and to purchasers in cash tender offers, including preparation of disclosure documents and filings with SEC and state securities regulators. Rendered advice to broker­dealers on numerous matters arising under the Securities laws including commercial paper, Rule 144, free­riding and withholding, and anti­manipulation rules.