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Transactions & Corporate

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Our corporate attorneys provide sophisticated, detail-oriented, multidisciplinary legal counsel. We routinely do this on behalf of all members of the retail ecosystem - from retailers and consumer products companies to manufacturers, distributors, and brand owners – by relying on our complex deal experience while working seamlessly with the firm’s subject matter experts in areas such as consumer product safety, intellectual property, international trade, and advertising and marketing.

The result is a full-service corporate practice offering dedicated to the global retail industry. We structure and negotiate acquisitions as well as the divestiture and licensing of brands and companies with diverse intellectual property portfolios. Our lawyers advise clients on market entry and global business expansion throughout Asia, the Middle East, Latin America, and Europe and the attendant international employment, trade, and restructuring matters. We also support all areas of day to day commercial needs, including the negotiation of endorsement, e-commerce, licensing, advertising, marketing, distribution, and supply agreements. 

More broadly, our retail industry clients represent large international and domestic public companies, mid-sized and emerging businesses, privately held firms, private equity sponsors and hedge funds, investment firms, and high net-worth individuals. Our corporate capabilities are diverse and include:

Mergers and Acquisitions:
Transaction planning and structuring all forms of M&A transactions, including stock and assets sales, mergers, divestitures, spin-offs, and domestic and international cross border reorganization.

Private Equity:
Represent a wide range of clients, including: Private equity funds and other sponsor vehicles, such as pledge funds and fundless sponsors, Entrepreneurs and family operators, Senior and mezzanine lenders.

Joint Ventures, Franchises, and Other Strategic Alliances:
Draft and negotiate contracts relating to ownership, management, and operation of the relevant business; and protect the client’s interests in the assets and intellectual property.

E-Commerce:
Provide strategic advice regarding privacy policies, email, and online marketing practice, terms and conditions of sale and service; draft website terms of use and end user licenses; draft and negotiate reseller agreements; negotiate commercial contracts with vendors on website functionality and fulfillment, including credit card compliance matters;

Corporate Securities and Finance: Provide advice regarding:

  • Public offerings and private placements of stock on behalf of both companies and investors.
  • Asset- based and cash flow lending and factoring.
  • Ongoing Securities Exchange Act Reporting.
  • Shareholder activism.
  • Equity and compensation incentive plans.

General Corporate Counseling: Provide outside general counseling and outsourced general counsel functions, which include:

  • Drafting and negotiating commercial contracts including employment and consulting agreements, manufacturing and supply agreements, license agreements and other day to day corporate needs.
  • Advice regarding fiduciary obligations, ethical obligations and best practices for boards and management.

The breadth of our practice is rivaled by our depth of knowledge and experience in the industry. Members of our team have been named among the leading practitioners by Chambers Global, Chambers USA and Chambers Europe, Class Action Law360, Competition Law360, the European and United States Legal 500, European Legal Experts, Best Lawyers, the Los Angeles Daily Journal, and JUVE in Germany. In each client matter, we develop and implement focused solutions that address specific concerns, while maintaining a wide view of industry and regulatory trends.