Co-Chair, Corporate and FinanceCapital Marketsemail
Co-Chair, Corporate and FinanceCo-Chair, Private Equity and Venture CapitalVineyard, Wine and Beverage Industry Teamemail
Keeping Businesses Moving Forward in Every MarketTactics and strategies may change in bull and bear markets, but the core structure of doing business remains the same. Even in the most challenging economies, gaining access to capital markets, finding the right investment opportunities, structuring deals and navigating changing regulations are key to keeping businesses on track.
From inception to growth to becoming established players in the global economy, corporations require counseling that provides a balanced blend of legal experience, market knowledge, foresight, common sense and innovation. Manatt is well positioned to handle every phase of development—and to maximize every opportunity—throughout the life cycle of your enterprise.
A Savvy and Experienced Partner in BusinessManatt’s Corporate and Transactions practice helps companies (public, private, domestic, international and entrepreneurial) to manage every aspect of their business. Our team brings to the table not only the strength of insightful legal counsel but practical, hands-on industry experience as well. Our attorneys have served as executives and in-house counsel at financial institutions, major insurers, large venture capital funds, global infrastructure developers and cutting-edge technology companies. For our clients, this means we bring sound business judgment to our counsel on issues from capital markets to corporate governance.
Our attorneys serve as general counsel for many clients, advising them on legal issues encountered in everyday business operations. In heavily regulated industries such as energy, financial services and banking, healthcare, insurance and real estate, we understand the nuances of continually evolving regulations and have deep relationships with state and federal regulators. Our in-depth knowledge and experience allow us to anticipate every hurdle and recognize every opportunity your business will face as you move forward.
Companies of all sizes also turn to Manatt for help with complex corporate, governance, operational and transactional matters, such as:
The strength and prominence of Manatt’s Corporate and Transactions practice are reflected in the professional honors we have received. U.S. News & World Report has placed us in the top tier of law firms nationally. Additionally, four of our corporate attorneys are individually listed in The Best Lawyers in America.
2013 Corporate and Finance Tombstone
From its inception, Manatt has engaged in virtually every aspect of commercial finance. We represent lenders and borrowers in the full range of financing transactions, including:
Our professionals are adept at addressing complex subordination and inter-creditor issues and represent creditors at all levels of the capital structure. We also work regularly with business combinations and transactions that require special financing, including joint ventures, product and technology licensing, distributorship arrangements, leveraged leasing and synthetic leasing. In addition, Manatt is actively involved in all aspects of real estate finance, including traditional mortgages, development and construction loans, commercial property acquisitions, and equity and debt financing for development of low-income housing.
Manatt helps publicly held clients comply with all federal and state securities laws. When companies go public through initial public offerings of securities, we handle all the reporting issues that arise during the IPO registration process with the Securities & Exchange Commission. We also help established public companies with all SEC reporting requirements, including the preparation of 10-Ks, 10-Qs, proxy statements and similar documents. Disclosure has become a key compliance issue, and we guide clients through the complexities that govern forward-looking statements, securities analyst briefings and Internet web site disclosure. We also help establish insider trading policies and monitor ongoing compliance with them.
On the broader issues of corporate governance, our attorneys are skilled at designing and implementing comprehensive compliance programs and keeping them active and effective. We ensure that these meet the requirements of the U.S. Sentencing Guidelines for Organizational Defendants and reflect the newest factors used by the Criminal Division of the U.S. Department of Justice to decide whether to initiate business crime charges. Our attorneys also help clients avoid criminal and regulatory exposure by conducting corporate investigations and compliance audits, and ensure that they conform to Sarbanes-Oxley certification procedures.
We represent emerging businesses and investor groups in every stage of development financing, from initial capitalization through going public. Manatt attorneys advise many start-up companies, as well as high technology and biotechnology companies on business formation, venture capital funding, intellectual property, tax and employment issues. We also help venture investors create funds in the form of limited partnerships, limited liability companies and other investment vehicles, advising them on all tax and securities law issues. Once an emerging business is established, we help handle all the operational problems that occur from day to day.
As part of Manatt's renowned entertainment practice, our attorneys help many nationally and internationally known independent motion picture producers and production and development companies, as well as banks and other financiers, with the details of financing film and other entertainment ventures. Whether the financing need is for a single picture or the operation of production companies, we are skilled at lining up traditional financing through public and private securities offerings, as well as alternative methods that include:
Manatt was founded with a special emphasis on advising banking and financial service clients. Today we are one of the leading banking law firms in the United States, and represent numerous commercial banks, holding companies, foreign banks, savings institutions, mortgage lenders, finance lenders, credit card issuers and industrial loan companies. Banks and financial institutions raise and lend money in a complex, closely regulated global business environment. We understand their transactional work, operational concerns, regulatory requirements and commercial and consumer customers, and help financial institutions achieve maximum competitive advantage with creative counsel on:Mergers and acquisitions
We help our financial institution clients raise capital through SEC-registered public and private offerings of equity, debt, convertible and preferred securities. Our attorneys use excellent working relationships with national, regional, foreign, and boutique investment banking firms to raise capital and to represent lenders in traditional secured and unsecured credit transactions, interest rate swaps and other derivatives, major syndicated loan transactions, factoring, letters of credit and debt restructuring.In addition to our experience in capital market transactions, we represent lenders and borrowers in virtually every aspect of commercial finance, and can assist with:
Restructuring or workout is often the best solution for creditors and debtors, because it avoids lengthy and expensive litigation and bankruptcy proceedings. We represent creditors in complex workouts, focusing on preserving their rights and their collateral by using the most appropriate and effective asset recovery strategy:
We have special strength in matters involving complex collateral packages and multiple jurisdictions. We also undertake out-of-court restructurings that can include asset sales or general reorganization. Using Manatt's broad multidisciplinary resources, we can secure temporary bridge loans, renegotiate vendor and customer agreements, and work with valuation experts to maximize returns on the sale of both physical and intellectual assets.
Manatt has extensive experience in representing clients in both inbound and outbound international transactions. We represent some of the world's largest multinational banks, industrial companies, trading companies and high net worth individuals as they pursue investment opportunities, or otherwise do business worldwide. We serve as a single source for legal services in any transaction, whether it involves trade financing, direct investment, or the establishment of offices and distribution networks.
As business and investment opportunities have expanded in other countries for U.S. businesses, we help our clients take advantage of opportunities by advising them on:
An experienced and creative partner in NMTC transactions
When Congress established the New Markets Tax Credit Program in 2000, it was a natural fit for us. Manatt’s decades-long involvement in federal low-income housing tax credits, as well as our experience with community development policy initiatives in healthcare, transportation, economic development and social services, led to our early participation in NMTC projects.
Capitalizing on the strengths and capabilities of our corporate, real estate, commercial lending and tax lawyers, we help guide you through the nuances and challenges of NMTC transactions in order to maximize the value of NMTCs and get your projects done.
Our multidisciplinary team helps you determine whether projects qualify for NMTC financing, assess the benefits and risks, monitor program compliance and develop strategies to protect your investment. Our comprehensive services include:
A particular strength of our practice is our success in assisting clients with challenging—and often groundbreaking—financing structures. We have a great deal of experience combining NMTCs with other tax credits and financing sources, such as historic rehabilitation tax credits, energy tax credits and incentives, state and local tax credits, grants and subsidized loans, tax-exempt bond financing, American Recovery and Reinvestment Act funds, Tax Increment Financing, Community Development Block Grant funds, federal government agency loan guarantees and conventional financing. For instance, our team closed an innovative transit-oriented community development project in Los Angeles for an investor, marshalling no fewer than eight different government programs to finance the project.
Our team represents financial services institutions, nonprofit organizations, state and local government agencies and authorities, community organizations and agencies, developers, owners and operators throughout the country. We have particular experience and success working with government agencies and authorities to use grant proceeds and loans in NMTC transactions. Our practice also offers guidance and strategic solutions to CDEs and qualified low-income community businesses seeking favorable financing through the use of NMTCs.
The national scope of our work provides us with the insight and experience to assess, implement and close all types of NMTC transactions. Among the transactions we have handled for projects involving NMTCs and/or other federal or state tax credit programs are:
We are nationally known for representing issuers and placement agents in many types of private offerings. Other law firms often call on us as special counsel to structure a complex offering or resolve a securities problem unique to the laws of a given state. Among the many clients and activities for which we handle private placements are:
Manatt represents issuers and investment banking firms in connection with public offerings of equity and debt securities, including combinations of equity and debt and other hybrid securities. We often help clients find qualified sources of investment banking services, particularly on behalf of emerging companies that are making initial or secondary public securities offerings. And for all clients we handle the details of federal and state regulatory approvals and filings.
Manatt is a recognized leader in structured finance and securitization transactions. We have served as counsel on many billions of dollars worth of asset-backed offerings in markets worldwide, representing issuers, underwriters, servicers, sellers and trustees. The investment vehicles that we structure are based on a wide range of financial assets:
Our corporate finance lawyers have helped structure a wide range of financing and investment vehicles using pooled and securitized assets, such as real estate and performing and non-performing loan portfolios. These take the form of various mortgage-backed structures, real estate investment trusts, limited partnerships and other types of syndication. We structure these transactions to help our clients achieve tax benefits, capitalize on the latest developments in financial institution regulations and accomplish forms of regulatory arbitrage. Finally, we use our experience in asset-backed transactions to create innovative credit enhancement for clients. These include the use of:
Ranked Nationally for Corporate Law 2010–2016
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