United States

 

Key Contacts


Roger Meltzer
+1 212 335 4550
New York


Jay Rains
+1 858 677 1476
San Diego (Golden Triangle)


Robert W. (Jay) Smith, Jr.
+1 410 580 4266
Baltimore (Mount Washington)

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Corporate and Securities


The Corporate and Securities practice of DLA Piper consists of 250 lawyers in the US, and 550 worldwide, who are experienced at representing clients pursuing sophisticated transactions. For example, we advise clients on public and private equity and debt securities offerings, mergers and acquisitions and reorganizations. In addition to offering comprehensive transactional services, the group's lawyers advise clients on corporate governance, IT, tax, compensation and technology issues.

Our clients include public and private companies, ranging from Fortune 500 companies to startup entities developing industry leading technologies. We represent more than 100 public companies as outside corporate counsel. We also represent banks, finance companies, venture capital and private equity funds, insurance companies, pension funds and other institutional lenders in acquisition financings, refinancings, ESOP loans, recapitalizations, restructurings and other complex transactions.

Capital Markets

We represent issuers and underwriters in equity and debt offerings registered with the SEC, including initial public offerings of equity securities and investment grade and high-yield debt offerings.

We regularly work on traditional private placements of equity and debt securities, Rule 144A and Regulation S offerings, private placements of real estate limited partnerships, and the formation of venture, mezzanine, leveraged buyout and other investment funds.

We consistently rank among the most active IPO practices in the US, particularly in the representation of emerging growth companies. Our experience includes providing advice concerning underwriter selection, drafting registration statements, structuring boards and governance practices, formulating executive and employee compensation plans, negotiating agreements with underwriters and navigating the company through the SEC review process.

Emerging Growth and Venture Capital

We represent venture capital and private equity funds in fund formation and all types of venture finance transactions, including going-private transactions, leveraged buyouts, recapitalizations, IP due diligence, and roll-up transactions. Additionally, we help connect companies and entrepreneurs with funding sources. Our services for emerging growth clients cover all stages of investment, from initial start-up rounds and "seed" capital to later rounds of capital and mature private equity. Since 2006, DLA Piper has represented clients in more than 1,500 venture capital transactions, totaling over $20 billion in value. By volume of deals in 2008, we rank 1st in the world, according to Private Equity Analyst.

Mergers and Acquisitions

Our Mergers and Acquisitions group consists of more than 180 transactional lawyers and is consistently ranked among the most active M&A practices in the US and across the globe.

The group handles a wide variety of complex acquisition transactions, including stock-for-stock mergers, management buyouts, tender offers, proxy contests, cross-border acquisitions, and divisional purchases and sales. We also represent special committees of boards and advise in contests for control, including hostile bids and proxy contests. Our interdisciplinary approach allows us to provide effective counsel on the diligence and structuring issues that are vital to a successful acquisition, including tax, antitrust and intellectual property.

Private Equity

The Private Equity practice of DLA Piper is comprised of integrated teams that represent private equity funds in their formation and operations, and provide them and their portfolio companies a full range of services in connection with their investment activities. We maintain in-depth and up-to-date knowledge of the market for private equity M&A transactions deal structures, and their unique multi-layered financings by continually participating in transactions globally.

Public Company and Corporate Governance

Our public company and corporate governance lawyers guide clients through the current era of heightened corporate scrutiny and regulation. Our services range from resolving traditional corporate law matters to counseling clients on complex issues in areas such as the Sarbanes-Oxley Act of 2002; the Securities Exchange Act of 1934; Form 8-Ks, 10-Ks, and 10-Qs, proxy statements and other periodic reports; internal procedures for dealing with trading in securities by corporate insiders; NASDAQ and New York Stock Exchange listing standards; and requirements for foreign private issuers. We also routinely advise boards on corporate governance matters, including development of appropriate governance guidelines, policies, charters, codes, and best governance practices.

Technology, Sourcing and Commercial

Our transactional practice includes lawyers with experience in handling the licensing, sale, acquisition, and financing of intellectual property rights. They also advise clients on critical information technology and licensing matters that arise in the context of strategic ventures and other complex commercial transactions, as well as major stand alone information technology and outsourcing transactions for financial institutions, pharmaceutical companies, health care institutions, universities and other businesses.

Employee Benefits and Executive Compensation

Our Employee Benefits and Executive Compensation group helps employers design, establish, and maintain stock-based compensation plans, cash incentive and nonqualified deferred compensation arrangements, and qualified retirement plans. We advise clients on local, national and international matters, including ERISA, Internal Revenue Code and securities law compliance, complex pension fund investments, employee stock ownership plan transactions and welfare benefit plan issues. We also have substantial experience advising clients on executive compensation matters, including incentive and equity-based compensation plans and programs.

Tax

The Tax group consists of more than 75 tax professionals who represent corporations, partnerships and individuals in all aspects of US and international tax planning. Our experience ranges from administrative tax appeals and tax litigation to business and corporate reorganization, and trust and estate planning. In addition to providing advice on federal tax laws, our attorneys counsel clients on franchise, income, sales, property, and excise tax matters. We also represent clients before the Internal Revenue Service, the US Tax Court and federal and state courts.
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