Corporate

General Corporate Advisory

The firm regularly acts as general counsel to U.S. and international companies engaged in a wide variety of businesses, including finance, infrastructure, manufacturing, media, mining and technology. Our general advisory role encompasses the entire range of the day-to-day matters that arise in our clients' businesses and we daily address our clients' needs in areas such as antitrust, business/entity structuring, contract drafting and negotiation, corporate governance and control, regulatory compliance, financial and commercial activities, labor and employment and intellectual property. Throughout, we have developed particular expertise in cost-effective representation of foreign business enterprises and individuals making investments in the United States or using United States investment vehicles to make investments abroad.

Mergers and Acquisitions

Mergers and acquisition work is a major component of our corporate practice. Our firm has been involved in transactions ranging from the small (less than $10 million) to the very large (more than $1 billion). In recent years, representative transactions we have handled include:

• One of the largest investments in the American coal industry by a foreign enterprise
• Sale of one of the world's leading uranium producers
• Acquisition of majority interest in generic pharmaceutical manufacturer
• Establishment of joint venture in India to manufacture soft gelatin capsules for the pharmaceutical and nutritional markets
• Restructuring of large, foreign-owned ranching and real estate group to comply with tax law changes in the tax domicile of beneficial owner
• Sale of printing operations of a major U.S. media company and the subsequent development of that client's new high-technology printing facility
• Acquisition of 100% ownership of several American encapsulation companies on behalf of a European firm
• Representation of leading regional health and fitness club organization during a period of rapid expansion
• Representation of foreign mining group in connection with joint venture in Mexico
• Sale of a leading U.S. provider of environmental, social and governance research for institutional investors to a NYSE-listed company
• Disposition of a large U.S. industrial minerals business through a series of asset sales by its Peruvian parent company

Finance

Project Finance

The firm's finance practice has always included an international project finance component, particularly in developing/emerging markets. On behalf of a number of multilateral and bilateral development finance institutions, other lenders and other participants in such financings, the firm has participated in hundreds of projects throughout Asia, Latin America, Africa, the Middle East and Eastern Europe. The transactions have included projects in a wide range of industries, including mining, oil and gas, energy, manufacturing, agriculture, food processing, airports, railroads, port facilities, toll highways, resort hotels and telecommunications.

Among its clients in this area, the firm has a strong relationship dating back several decades with International Finance Corporation, the private sector lending arm of the World Bank Group. The firm has been involved in over four hundred transactions with IFC, and the firm currently is on the IFC panel of outside law firms. Since the mid-90's the firm has represented the Inter-American Development Bank, and currently is on IDB's panel of outside firms. The firm also has represented and represents other multilateral international financial institutions with regional focuses located in the United States, Central America and South America and bilateral development institutions located in Canada and various European countries, including the Commonwealth Development Corporation, Corporación Andina de Fomento (CAF), DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH, the Export Development Corporation, the Inter-American Investment Corporation, Kreditanstalt für Wiederaufbau (KfW), Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV (FMO), Norfund and Société de Promotion et de Participation pour la Coopération Economique (Proparco).

The firm's work in the project finance area has included all aspects of transactions of this type, including deal structuring and negotiation of terms; the preparation of all relevant documentation, including loan agreements (syndicated and non-syndicated), intercreditor and security-sharing agreements, shareholder and sponsor support agreements of various types, contracts regarding equity acquisitions, convertible debt and other equity-type participations of various types and documentation regarding subordination arrangements, escrow and reserve account arrangements, trust arrangements and security pledges of offshore collateral; the preparation and delivery of New York law legal opinions necessary to the transactions; and general coordination of the work of counsel located in the jurisdiction of a given project. Recent notable transactions on which the firm has worked include:

• Representing a consortium of five development finance institutions in connection with the financing of a major container port terminal in Southeast Asia
• Representing an international financial institution in restructuring a group of debt and equity investments in a major hotel group in connection with the corporate restructuring of the group's affiliated companies
• Representing two international financial institutions in connection with restructuring the existing debt of multiple lenders to a Latin American steel company via secured term loans and a future funds flows accounts receivable securitization
• Representing three multilateral lenders co-investing in a concession-based provider of water and sewer services in South America, including the creation of a New York trust as a security device to hold rights relating to termination of the concession
• Representing an international financial institution extending debt financing to a South American company expanding oil and gas extraction and production activities, including the creation of parallel local and offshore trust accounts to hold receivables for security purposes
• Creating a New York trust to hold pledged shares of stock in the project company in a Latin American power project Representing five institutional lenders obtaining sponsor guarantees in exchange for release of physical collateral in a preexisting project financing

The firm also currently acts as counsel for an institutional investment partnership, sponsored by one of the major Wall Street investment firms, formed to develop power projects throughout Latin America, and we have represented major institutional investors in vehicles of this kind.

Private Finance

Our lawyers have broad experience in representing start-up and growing U.S. companies in their equity-raising activities, through all stages of the growth cycle.  Depending on a given company's capital needs and resources, this may include an initial "angel" round of financing, convertible bridge note financing, preferred share investments by venture capital and other strategic investors and other forms of equity investments.  Often, one or more of these stages may involve warrants and other types of equity rights.  These investments typically involve issues relating to antidilution protection, corporate governance, equity rights of insiders (stock options and other equity participation plans), pre-emptive rights, registration rights and rights of first refusal and other "exit scenario" provisions and securities laws and exemptions, and our lawyers have extensive experience working through these issues. 

The firm also has represented investors in private placements and in progressing through the various stages of the growth cycle referred to above from the investor's perspective.  This experience extends overseas, as the firm has served as counsel on a large number of private equity transactions in Latin America and Asia on behalf of both our multilateral and bilateral development finance institution clients and private sector clients.  These transactions usually involve additional complications relating to the corporate or securities laws of a given jurisdiction and the interplay with New York and U.S. federal law.  As these transactions are often structured so that the equity issuance is governed by the laws of the issuer's jurisdiction while the various agreements among the issuer and the shareholders are governed by New York law, the firm has developed a particular expertise in working with counsel in a variety of jurisdictions on these types of matters over the years.

The firm also represents private investment funds in all aspects of their business, including formation and structuring of the investment vehicle (partnership or limited liability company) and related advisory or other entities, private placement of fund interests and ongoing representation relating to the fund's investment activities and transactions.