• Contacts

    GORDON M. BAVA

    Partner

    Co-Chair, Corporate and Finance
    Capital Markets
    email

    ERIC A. NEWSOM

    Partner

    Co-Chair, Corporate and Finance
    Co-Chair, Private Equity and Venture Capital
    Vineyard, Wine and Beverage Industry Team
    email

    Corporate and Finance

    Keeping Businesses Moving Forward in Every Market
    Tactics 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 Business
    Manatt’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:

    • Business and Joint Venture Formation and Structuring. Strategic partnerships are key to the growth of many companies. Our group designs joint ventures and strategic alliances that further the development of key business goals and relationships for our clients. We develop solutions that balance the tax, liability, interrelated business, competitive technology and intellectual property issues of all parties to achieve the most favorable results for our clients.
    • Capital Markets.  Helping businesses find and secure the cash they need to grow and operate is the focus of our Capital Markets group. Whether clients use equity, debt or hybrid securities, we find and structure solutions by taking a comprehensive approach to such transactions for industries such as consumer products, energy, entertainment, financial services, healthcare, real estate and technology.
    • Corporate Compliance and Governance. For companies of all sizes, Manatt handles the highly regulated, complex public reporting process in connection with daily, quarterly and annual due diligence. Additionally, we have represented public company boards of directors and special committees in many sensitive situations, including “interested” transactions, option investigations, executive succession planning, financial restatements, proxy contests, shareholder activism and hostile takeovers. 
    • Mergers and Acquisitions. Whether you're looking to expand and accelerate market penetration or are seeking a buyer, our M&A lawyers can work closely with your transaction team to turn opportunities into deals that work for all parties. On either side of the table, our strategic business advisors can help you evaluate the risks and rewards of a potential transaction and then solve problems that may arise during the course of negotiations or execution.
    • Private Equity. We represent funds, investors and portfolio companies in private equity transactions ranging from billion-dollar acquisitions to middle-market deals. We work with clients at all stages of development, from fund formation, capital raising and investment to exit via IPO or asset disposition. We understand how our private equity clients think and operate, and will work with you as a business partner.
    • Venture Capital and Emerging Companies. Manatt represents emerging and high-growth companies in industries such as entertainment, healthcare, life sciences and technology. For startups and high-growth companies—as well as the venture capital funds, investment banks and strategic investors that serve them—we offer extensive deal-making experience combined with strategic thinking and regulatory insight.

    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.

    donloadable PDF 2013 Corporate and Finance Tombstone

    Areas of Focus

    Commercial Finance

    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:

    • Traditional secured and unsecured credit
    • Complex leveraged buy-out financing
    • Interest rate swaps
    • Major syndicated loan transactions
    • Asset-based lending
    • Factoring
    • Letters of credit
    • Debt restructuring
    • Securitization transactions involving a broad range of assets 

    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.

    Compliance and Reporting

    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.

    Emerging Companies Finance

    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.

    Entertainment Finance

    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:

    • Co-production and similar financing agreements with studios and international production and financing entities
    • Pre-sales of domestic and international exhibition, distribution and exploitation rights
    • Complex borrowing formulas based upon distribution commitments
    • Private financing by institutions and venture capital funds
    • Securitization of royalties and intellectual property rights

    Financial Institutions

    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

    • Holding company formation
    • Regulatory and legislative representation
    • Charter conversion
    • Loan documentation
    • Loan workouts
    • Branch sales
    • Governance of troubled institutions
    • New product development

    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:

    • Traditional secured and unsecured credit
    • Interest rate swaps
    • Major syndicated loan transactions
    • Letters of credit
    • Debt restructuring

    Financial Restructuring

    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:

    • Cash collateral proceedings
    • Debtor-in-possession financings (including roll-ups)
    • Section 363(f) "free and clear" asset sales
    • Loan modifications
    • Nonjudicial foreclosures
    • Asset sales under the Uniform Commercial Code

    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.

    International Transactions and Finance

    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:

    • Direct investments in foreign enterprises
    • Joint ventures with foreign partners
    • Long-term contracts involving local infrastructure projects
    • Project financing
    • Guarantees and political risk insurance
    • Negotiations with foreign banks and host governments
    • Structuring of equity and debt financing

    New Market Tax Credits

    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:

    • Formation and certification of community development entities (CDEs)
    • Execution of allocation agreements
    • Structuring, negotiating and closing financing transactions, including equity investments, leveraged financings and combined financings
    • Counsel on asset management issues and general organizational matters
    • Managing workouts, unwinding transactions and refinancings

    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:

    • Charter and private schools
    • Transit-oriented developments
    • Mixed-use developments
    • Renewable energy
    • Historic rehabilitation and redevelopment
    • Urban renewal
    • Community health centers and hospitals
    • Food banks and soup kitchens
    • Low-income and workforce housing

    Private Offerings

    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:

    • Technology companies
    • Real estate developers
    • Energy exploration and development projects
    • Manufacturing and distribution corporations
    • Financial institutions
    • Motion picture and music productions
    • Agricultural businesses
    • Research and development partnerships

    Public Offerings

    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.

    Structured Finance and Securitization

    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:

    • Residential and commercial mortgages
    • High yield bonds
    • Music royalties
    • Bank loans
    • Automobile loans
    • Credit card and other receivables

    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: 

    • Multiple levels of subordination
    • Cash collateral, reserve or pre-funding accounts
    • Third-party credit enhancers that provide credit insurance or surety bonds
    • Interest rate swaps and other credit derivatives

    Attorneys & Professionals

    Email
    Name
    Office
    Phone
    Ashin, Brian Washington, D.C. 202.585.6549
    Bava, Gordon M. Los Angeles 310.312.4205
    Becker, Renée E. Los Angeles 310.312.4119
    Blair, Katherine Los Angeles 310.312.4252
    Boggs, Douglas C. Washington, D.C. 202.585.6645
    Boggs, T. Hale Los Angeles 310.312.4269
    Caginalp, Aydin S. New York 212.790.4610
    Chambless, Sarah Fergusson Los Angeles 310.312.4255
    Conners, Gregory W. Washington, D.C. 202.585.6646
    Cooke, George A. New York 212.790.4538
    Denkowicz, Stephanie New York 212.790.4565
    Dillingham, Blase P. Los Angeles 310.312.4159
    Dodd, Jill S. San Francisco 415.291.7421
    Faden, Neil S. New York 212.830.7181
    Feltzer, Amanda New York 212.790.4526
    Gantz, Clayton B. San Francisco 415.291.7600
    Grasmick, Mick Los Angeles 310.312.4369
    Grinberg, David M. Los Angeles 310.312.4238
    Gross, Simone Greenbaum New York 212.790.4509
    Hamburger, Jordan E. Los Angeles 310.312.4331
    Herbst, David W. Palo Alto 650.812.1320
    Hufschmid, Paula Los Angeles 310.312.4274
    Iwasaki, Jessica Los Angeles 310.312.4376
    Johnson, Scott B. San Francisco 415.291.7428
    Kelly, Brian S. Los Angeles 310.312.4175
    Kerstien, Darren Orange County 714.338.2738
    Klein, Mark A. San Francisco 415.291.7404
    LaPallo, Francis J. Palo Alto 650.812.1357
    Larkin, Carlos New York 212.790.4564
    Leary, Thomas J. Orange County 714.371.2516
    Lemann, II, Monte M. Los Angeles 310.312.4231
    Levitt, Alvin T. San Francisco 415.291.7422
    Maire Jr., Richard J. Los Angeles 310.312.4168
    Marshall, Ellen R. Orange County 714.371.2508
    Mayo, Martin V. Palo Alto 650.812.1391
    Miller, Craig D. San Francisco 415.291.7415
    Newsom, Eric A. San Francisco 415.291.7418
    Nguyen, Dieu Los Angeles 310.312.4351
    Nguyen, Jeff C. San Francisco 415.291.7423
    Noskow, Alan M. Washington, D.C. 202.585.6525
    O'Loughlin, Matthew S. Orange County 714.338.2710
    O’Toole, Libby New York 212.790.4614
    Olberg, Peter F. New York 212.830.7217
    Orlanski, Ben D. Los Angeles 310.312.4126
    Osher, Edward H. Los Angeles 310.312.4207
    Passaic, Jr., Joseph G. Washington, D.C. 202.585.6553
    Pearlstein, Marv San Francisco 415.291.7439
    Phelps, Thomas D. Orange County 714.371.2520
    Poletti, Thomas Orange County 714.371.2501
    Polsky, Barbara S. Los Angeles 310.312.4139
    Quicksilver, William T. Los Angeles 310.312.4210
    Redsar, Vivian U. San Francisco 415.291.7433
    Reichwald, Harold P. Los Angeles 310.312.4148
    Rose, Jordan P. San Francisco 415.291.7429
    Schwartz, Scott A. Washington, D.C. 202.585.6534
    Sostrin, Jennifer L. Los Angeles 310.312.4218
    Taketa, Jason T. Los Angeles 310.312.4366
    Tecimer, Dina Los Angeles 310.312.4293
    Vallejo, Cristián L. Los Angeles 310.312.4285
    VanBrackle, Barrie Washington, D.C. 202.585.6530
    Wee, H. H. Sean New York 212.790.4566
    Wolff, Bruce S. Washington, D.C. 202.585.6590
    Wong, Kiley Los Angeles 310.312.4156
    Yang, Grace S. San Francisco 415.291.7448
    Yen, Sophia K. Los Angeles 310.312.4122

    Corporate

    Selected Clients

    • AT&T
    • BMG Rights Management GmbH
    • Blue Shield of California
    • Douglas Emmett, Inc.
    • East West Bancorp
    • Goldman, Sachs & Co.
    • Houlihan Lokey Howard & Zukin
    • INgrooves
    • Keefe, Bruyette & Woods, Inc.
    • Mandalay Digital Group
    • Mitsui & Co., Ltd.
    • Moelis & Company
    • New Atlantic Ventures
    • Sandler O'Neill + Partners, L.P.
    • Sky Italia
    • Sony Pictures Entertainment  
    • Stamps.com
    • Superior Industries International
    • TIAA–CREF (Teachers Insurance and Annuity Association of America)
    • VantagePoint Capital Partners
  • Awards & Rankings

    logo/img/@altRanked Nationally for Corporate Law 2010–2015