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Corporate Governance / Corporate Services

Our corporate law section ranks among those in the region with the most depth and experience.  Together with our securities law section, we provide representation to a wide range of corporate and business clients and industries, including construction, energy, financial, manufacturing, retail, technology, telecommunications, and transportation.  Our business clients range from small sole proprietorships to New York Stock Exchange listed companies.  These clients include locally based, regional, and national corporations and businesses.

 

We provide full-service representation to our corporate clients on matters such as:

  • Selection of the proper type of entity for a new enterprise, and the appropriate organization of the entity
  • Enterprise financings, including public and private offerings of equity or debt securities, bank loans, venture capital, 144A offerings, PIPEs, sale-leasebacks and leveraged lease transactions, tax exempt financings, and asset securitizations
  • Mergers, acquisitions, and other business combinations and ownership transfers, including goingprivate transactions, as well as sales, spin-offs and other business dispositions
  • Corporate governance matters, including advising on management duties, authority, responsibilities, succession, and shareholder rights
  • Joint ventures, strategic partnerships, and joint operating arrangements
  • Dissolutions, liquidations, and distributions
Entity Selection and Formation

Our corporate team provides counsel beginning at the most fundamental level — what type of corporate entity should be used to best suit the needs of a particular client and business.  We have extensive experience in assisting in the creation of business structures — including corporations, joint ventures, limited liability companies, and partnerships.  In addition, our corporate team is experienced in preparing corporate bylaws and charters, shareholder agreements, and voting agreements, and operating agreements.

We assist corporations, limited liability companies, and partnerships with a range of filings with state secretaries of state and with related matters, including obtaining employer identification numbers.

Corporate Governance

For already-formed entities, we provide on-going corporate governance counsel on a broad range of issues.  We assist in the development of corporate policies.  We have substantial experience in assisting with corporate compliance programs, document management and retention, corporate audits and disclosures, and similar matters.  We provide counsel concerning corporate ethics and related matters.

On a daily basis, we support the work of in-house corporate attorneys and management in entities large and small.  Our attorneys — in conjunction with our attorneys in our other practice areas — handle contract negotiation and review of all types of business agreements.

We counsel corporate clients on compliance with the Sarbanes-Oxley Act of 2002, including concerning the expanded disclosure requirements and on the regulation of personal loans to corporate executives and insider trading.  Our services in this regard are supplemented by attorneys in our corporate compliance and ethics practice area.

We provide practical counsel, and also counsel regarding preventative actions corporate officers and business management may take to avoid liability and regulatory exposure.

Mergers, Acquisitions and Asset Dispositions

Conner & Winters’ corporate law section has an established reputation for having the depth and resources to handle corporate mergers and acquisitions of all types.  We regularly assist with mergers and acquisitions and with the disposition of businesses and assets for public and private companies, private equity funds, venture capital groups, and institutional lenders.  These transactions involve all types of equity and asset acquisitions, dispositions and financings.  Over the years, we have assisted in the acquisition, consolidation, spin-off, and sale of corporate entities in deals valued from several million dollars to over four billion dollars.

Other Corporate Services

Not only do we provide clients with the “basics” of corporate entity formation and governance, but we assist with the many other issues that arise in the operation of corporations and businesses large and small.  For example, our corporate attorneys, often in conjunction with other practice areas within the firm:

  • Prepare executive and other management compensation agreements
  • Assist with executive and key employee terminations
  • Serve as counsel at corporate board and committee meetings
  • Provide assistance with the engagement of experts
  • Prepare officer and director indemnification agreements
  • Offer counsel concerning corporate audits and internal investigations
  • Obtain fairness opinions
  • Assist with corporate management training
  • Conduct outside counsel investigations

Our corporate legal team’s approach is to make certain that our clients have access to the legal resources they need to address legal issues and challenges holistically—not just the corporate law aspects of a legal issue.