Professional Experience
Mr. Guth’s practice focuses on business, corporate and securities matters, including:
Buying and Selling Businesses. Co-author of California Bar Association's book Drafting Agreements for the Sale of Businesses, Mr. Guth has completed scores of transactions representing buyers, sellers, investment bankers and financiers through all phases of the process, including negotiation, structuring, due diligence, financing and documentation.
Capital Formation. Mr. Guth manages all aspects of capital raising for his clients, from “angel rounds” to IPOs. He represents public companies and investors in public offerings, PIPE transactions, self tenders, warrant exchanges, recapitalizations, off balance sheet financings, shareholder rights plans (“poison pills”) and secondary offerings. He also advises clients on corporate finance transactions for private businesses, ranging from venture capital and private placements to public offerings and debt restructurings.
General Counsel and Public Reporting. Mr. Guth acts as outside general counsel for numerous public and private companies, combining his diverse legal background with hands-on experience as an operating business executive to produce practical legal solutions to both day-to-day and exceptional legal challenges. In representing his public clients, Mr. Guth has successfully directed the public reporting process for clients facing earnings restatements, proxy contests, cash flow challenges, class action lawsuits, hostile takeovers and other strategic alternatives. Mr. Guth also represents boards of directors and special committees of public companies in special situations, including “interested” transactions, option investigations, executive succession planning and financial restatements.
Business and Joint Venture Formation and Structuring. In advising clients on forming businesses and joint ventures, Mr. Guth designs structures that foster, rather than constrict or limit, the key business goals and relationships, balancing tax, liability and other attributes of corporations, limited liability companies, cooperatives, partnerships and other business entities to accommodate transnational relationships, competitive technologies, intellectual properties and interrelated businesses.
Financial Restructurings. Mr. Guth has successfully concluded financial restructurings for numerous public and private businesses, through bank loan restructurings, equity rights offerings, debt exchange offerings and other out-of-court approaches.
Executive Employment Matters. Mr. Guth represents both companies and senior executives in their compensation and employment agreements. In particular, Mr. Guth handles the delicate process of negotiating the departure of top executives.
Prior to joining Manatt, Mr. Guth founded Guth | Christopher LLP, a corporate and securities law firm, in 1997. At that time, he was a partner at the law firm of Irell & Manella LLP, which he joined in 1978 and where he was a member of its Executive Committee and head of its Corporate Securities Group. From 1993 to 1995, Mr. Guth was the President of Dabney/Resnick, Inc., a 100-person investment banking and brokerage firm specializing in distressed debt and special situations. Mr. Guth was a full time professor at the UCLA School of Law from 1981 to 1983, where he taught courses in constitutional law, civil procedure and judicial process. Mr. Guth has annually been selected for inclusion in The Best Lawyers in America for over a decade and as a “Super Lawyer®” since 2004.
Speaking Engagements
Mr. Guth has written and spoken extensively about issues relating to selling business, drafting agreements, strategic partnering/joint ventures and other topics.