Eckert Seamans represents national and international companies as well as smaller businesses in all aspects of public and private securities offerings, securities regulation, mergers, acquisitions and corporate finance. The firm uses a team approach to develop innovative solutions to the problems raised in these complex transactions. Projects are staffed with attorneys from the firm's corporate, tax, employee benefits, labor, antitrust, environmental, litigation and other practice areas as they are needed.
The firm assists clients in the preparation of registration statements, initial public offerings, proxy statements, annual reports and similar filings. Eckert Seamans' Washington, D.C. office affords the firm ready access to the Securities and Exchange Commission and other governmental agencies. In addition, the firm is involved in the private placement of securities, including the representation of syndicators of real estate and oil and gas properties, and assists clients in the preparation of private placement memoranda and other documents and filings.
The firm has been actively involved in proxy contests, tender offers and "going private" transactions. Firm attorneys have counseled clients on the development of takeover defense measures and represented them in highly contested takeover situations.
As part of a long involvement with the home building industry, the firm has represented issuers of more than $2 billion of mortgage-backed securities. Attorneys have provided timely and innovative responses to the frequent changes in the demands of the capital markets regarding the structuring of these transactions.
Major clients include commercial and community banks and other financial institutions. The firm's program of developing standardized documentation has enabled a financial institution client to make credit available from its regional offices while insuring compliance with home office policy and reducing transaction costs. The firm has represented borrowers and lenders in leveraged buyouts and other forms of structured financing, and its corporate finance lawyers are experienced in complex cash flow and asset-based lending.
Eckert Seamans’ attorneys are active in lease financing transactions on a regular basis. For example, the firm has developed a lease financing program for a developer of generating plants fueled by alternative energy sources which enabled the participants to raise the approximately $30 million required for each plant. The firm has participated in the leveraged lease financing of aircraft, railroad rolling stock, trailer fleets and other types of transportation equipment. Such transactions require attorneys to stay current with changes in tax laws and the ever-changing needs of the capital markets.
Firm attorneys have also structured joint ventures as flexible vehicles to undertake specific projects, including one of the largest joint ventures ever formed in Brazil by which two international corporations are now mining and refining metals. Firm attorneys have also structured joint ventures for such projects as real estate development, oil and gas exploration, gold mining, technology transfer and funding of start-up ventures.
In addition to representing domestic companies abroad, Eckert Seamans serves as United States counsel to many foreign corporations, including companies headquartered in Europe, Asia, Latin America, Canada and Africa.
Firm attorneys welcome the challenges posed by unusual transactions, such as the retirement of publicly held debt through a self-tender offer. Moreover, the firm has adopted techniques used in other contexts for new purposes, including interest rate swaps for long-term financing of leased facilities and employee stock ownership plans (ESOPs) for acquisitions and financings.
A specialized group of attorneys in the firm assists high tech and emerging companies in raising “angel” and venture capital financing and coping with the problems experienced by many start-up businesses. These attorneys are attuned to the needs of the entrepreneur and are able to draw on the special talents of the firm's many attorneys to address the unique problems of emerging technology companies in a cost-effective manner.
The firm also represents venture capital and private equity funds and investors. In this regard, Eckert Seamans’ attorneys have had significant involvement in structuring and completing the equity and debt financing for, and the acquisition, development and sale of, numerous television, radio, cable television, cellular telephone, outdoor advertising and other properties in the media and communications fields, as well as a broad spectrum of other service sector, manufacturing and technology related businesses.
The firm believes that its role is not merely to react to changes in the law and the marketplace as they occur, but also to anticipate those changes for the benefit of its clients.
Gary A. Miller
Briar L. McNutt
White Plains, NY
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