Recent Corporate Transactions

  • Represent W.P. Carey Inc. (NYSE: WPC), a publicly-traded, net lease REIT, in connection with its entry into a merger agreement with Corporate Property Associates 17 — Global Incorporated, a publicly-held, non-traded REIT. The stock-for-stock transaction is valued at approximately US$6 billion
  • Represented Therapeutics AG (NASDAQ:NBRV) in its redomicile of its holding company from Austria to Ireland, by means of an cross-border Exchange Offer
  • Represented Pozen Inc., a US pharmaceutical company, in its cross-border merger with Tribute Pharmaceuticals, a Canadian public company, by way of Plan of Arrangement
  • Represent a real estate private equity firm in the completed buy-out of a publicly-traded REIT valued at about US$1.9 billion
  • Represent NYSE listed REITs in implementing "at-the-market" offering programs having an aggregate gross sales price of over US$600 million
  • Represent a NYSE listed REIT in an underwritten public offering of US$450 million aggregate principal amount of Senior Unsecured Notes and €500 million aggregate principal amount of Senior Unsecured Notes
  • Represent an issuer in a reorganization and merger to create a new US public company with a combined market capitalization of about US$5 billion

Corporate Governance and Compliance Issues

  • Assist companies in complying with all aspects of the, JOBS Act of 2012, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002
  • Represent several US public companies regarding stockholder initiatives and the restatement of financial statements
  • Draft and obtain no-action relief from the SEC for US public companies on matters such as executive compensation, corporate governance matters, expensing of stock options, corporate restructuring and issues related to choice of accounting methods
  • Assist US public companies in preparing for stockholder meetings, earnings conference calls and responding to press, stockholder and analysts inquiries
  • Assist US public companies in drafting and implementing insider trading policies, code of ethics for senior officers, code of corporate ethics and business conduct, disclosure control guidelines and corporate governance guidelines