Corporate Finance & Securities
DESCRIPTION
Balch & Bingham LLP offers a wide variety of business law services that span organizational, securities and capital markets, mergers and acquisitions, venture capital and compliance matters. In each of these areas, we have attorneys who are recognized as leaders in their fields and are highly sought out for their expertise and experience in developing creative legal solutions to complex business issues.
Organizational
The choices a company must make in its early stages can directly affect the growth prospects and potential prosperity of a new business. Our corporate and securities attorneys regularly advise start-up and existing small businesses, entrepreneurs and non-profit organizations on a wide range of legal matters, including entity formation and choice of entity counseling; contract negotiation and preparation; shareholder and partnership agreements; business acquisitions and sales; trademark and copyright advice, registration, and intellectual property licensing; corporate governance and compliance; tax-exempt applications and various other kinds of new business-related transactional legal work.
Securities and Capital Markets
Advising clients in connection with securities offerings and capital markets transactions are historical strengths of Balch & Bingham LLP. Our corporate and securities attorneys assist our clients through all stages of such transactions, including structuring, negotiating and closing acquisition finance projects, drafting and filing registration statements for seasoned and unseasoned issuers and executing primary and secondary offerings of equity, debt and hybrid securities.
Mergers and Acquisitions
Balch & Bingham LLP is instrumental in planning, structuring, negotiating, financing and closing traditional and non-traditional merger and acquisition transactions for our clients throughout the United States, as well as internationally. A successful M&A team requires the assembly of specialists from a wide range of legal disciplines -- corporate, securities, tax, employment, real estate and environmental, to name a few. We have used this approach to benefit our clients for many years, and believe it results in more efficient and less costly transactions. Whether advising an acquiror or target, our corporate and securities attorneys work across the firm’s various practice groups to help clients find innovative solutions to the many challenges and issues that arise in a merger or acquisition.
Venture Capital
Balch & Bingham LLP regularly represents established and emerging businesses in connection with venture capital financing transactions, including preferred stock and convertible debt offerings. Our business attorneys have also formed venture capital funds, assisted them with their own capital raising efforts and structured and closed their subsequent investments.
Compliance
In addition to the transactional aspects of our corporate and securities practice, Balch & Bingham LLP regularly provides advice to public companies and their boards of directors with respect to compliance and reporting responsibilities under the Securities Exchange Act of 1934, listing and maintenance requirements for the New York and American Stock Exchanges and NASDAQ, state law fiduciary responsibilities to shareholders, directors’ and officers’ liability, inquiries from analysts and the financial press, mergers and acquisitions activities, corporate borrowings and banking relationships, tax matters, executive compensation matters, and general corporate matters. Our corporate and securities attorneys are leaders in the various areas of corporate governance, having advised clients in connection with the design and implementation of anti-takeover measures such as shark repellant charter and by-law provisions, shareholder rights plans and defensive reorganizations and responding to hostile takeover bids, including proxy contests, tender offers and related litigation.
REPRESENTATIVE CLIENTS
- Alabama Power Company
- ALFA Insurance, Inc.
- Applied Genomics, Inc.
- Awarix, Inc.
- Capital Strategies Advisors, Inc.
- Compass Bank
- EnteGreat, Inc.
- HealthSouth Corporation
- Sherman Industries, Inc.
- Southern Company
- Vaxin, Inc.
- Vesta Insurance Group, Inc.
- Wolverine Tube, Inc.
RELATED PRACTICES
Representative Experience
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Securities and Capital Markets
· Counsel to private investment fund in connection with the construction and term financing of an 80mw gas-fired generation facility located on Long Island, New York.
· Counsel to private investment fund in connection with the acquisition, development and financing of a 50mw gas-fired generation facility located on Long Island, New York.
· Issuer’s counsel in public debt offerings for Alabama Power Company aggregating in excess of $1 billion.
· Issuer’s counsel in $120,000,000 initial public offering for Affirmative Insurance Services, Inc.
· Issuer’s counsel in $30,000,000 initial public offering for Nexity Financial Corporation.
· Issuer’s counsel in $42,000,000 private placement of senior secured notes for private investment fund related to its power generation facilities located in New York, Hawaii, Texas and Nevada.
· Issuer’s counsel in $15,000,000 SB-2 offering for Red Mountain Bank.
· Issuer’s counsel in $5,000,000 Regulation A offering for Red Mountain Bank.
Mergers and Acquisitions
· Counsel to Sherman Industries, Inc. in connection with the sale of its concrete pipe division to a U.S. subsidiary of Hanson plc, a UK-based international building materials company.
· Counsel to private investment fund in connection with the sale of its stake in a 20mw cogeneration facility located in Paris, Texas to a U.S. subsidiary of Centrica, a UK-based energy company.
· Counsel to Southern Company Holdings, Inc. in connection with the sale of its railcar division to O’Neil Transportation Services, Inc.
· Counsel to HealthSouth Corporation in connection with the sale of several acute-care hospitals.
Venture Capital
· Counsel to Capital Strategies Advisors Fund I, LLC in connection with formation issues, capital raising of $5 million and subsequent investment in national dental practice management business.
· Counsel to Awarix, Inc. in connection with two rounds of venture capital financing aggregating approximately $5 million.
· Counsel to Applied Genomics, Inc. in connection with two rounds of venture capital financing aggregating approximately $5 million.
· Counsel to EnteGreat, Inc. in connection with $3 million investment by a foreign venture capital group.
· Counsel to Lexim Mortgage, Inc. in connection with undisclosed venture capital investment.
· Counsel to Vaxin, Inc. in connection with multiple issuances of convertible debentures.
Compliance
· Counsel to Vesta Insurance Group, Inc. in connection with a contested election of directors at its 2005 annual meeting.
· Counsel to HealthSouth Corporation in connection with the preparation and filing of its Exchange Act reports subsequent to the events of March 19, 2003.