Corporate & Securities

Representing

• Publicly and privately held corporations
• Financial institutions
• Merchant and investment bankers
• Partnerships and proprietorships
• Venture capitalists
• Entrepreneurs

Matters Include:

• Mergers, acquisitions, and divestitures
• Public offerings and private placements of securities
• PIPEs (private investment in public entity)
• Bank and other institutional borrowings
• Domestic and international joint ventures
• Asset backed financings and securities
• Venture capital financings
• Distribution agreements
• Licensing agreements
• Partnership agreements and shareholder agreements
• Non-competition and confidentiality agreements
• Regulatory compliance advice
• Employment contracts
• Contract negotiations
• Workouts and restructurings
• Mutual funds
• General business counseling

Corporate Governance

Benesch’s representation of clients on securities, corporate governance, and compliance matters is a significant portion of the firm’s full-service corporate practice. The firm has been recognized by Chambers & Partners in Chambers USA 2023 for our Corporate practice. We counsel clients in reviewing, rules checking, and filing 10-Ks and 10-Qs and we also work with clients in the drafting, reviewing, rules checking, and filing of proxies, 8-Ks, and other SEC filings, including Section 16 filings. We help our public company clients stay current on the ever-shifting securities, corporate governance, and compliance matters that arise in the operations of their businesses, including:

• Exchange rules and requirements
• Board committee charters and duties
• Board and committee education
• Fiduciary duties of directors
• Director independence
• Codes of ethics and corporate governance guidelines
• Investor relations
• Shareholder activism/proxy contests
• Disclosure and disclosure controls
• Document retention policies
• Other corporate compliance matters (e.g., FCPA)

Securities

Benesch is experienced in representing public companies. Our attorneys are experienced in handling equity and debt offerings, tender offers, proxy contests, and representing issuers, boards of directors, underwriters, officers, significant shareholders, and investors.  While the enactment of The Sarbanes-Oxley Act (“SOX”) in 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010 focused a good deal of attention on the area of corporate compliance and governance, the representation of publicly traded companies has been a significant portion of our corporate practice for many years.  We continually monitor the regulatory aspects of corporate compliance and we advise our clients on changes and pending legislation that is applicable to their businesses.  Additionally, we assist numerous companies in filing 10-K’s, 10-Q’s, 8-K’s, proxies, and other SEC filings.

Our securities practice includes SOX and Dodd-Frank compliance, ‘34 Act reporting, NYSE/NASDAQ rules/requirements, committee charters/duties, compliance programs, board education, and investor relations.

Corporate Finance Matters

Benesch has been a significant participant in the financing of various corporations. Our department of approximately 50 corporate attorneys and paralegals handle strategic transactions for our clients domestically and abroad. Our transactional experience allows us to partner with our clients as they grow and execute their strategic plans. We provide clients with legal counseling at all levels of a company’s transactional strategies and capital structure, including senior debt, common stock, preferred stock, and subordinated debt arrangements, as well as merger, acquisition, joint venture, and strategic alliance activity.

Representation of participants has covered the full gamut of parties, including borrowers, institutional lenders, governmental agencies, national and regional underwriters, banks, private equity, and mezzanine investors. Over time, the opportunity to represent all facets of transactions has provided the firm with a depth and insight into what is required to bring successful closure to a deal.

Private Equity

One of Benesch’s core competencies is the representation of private equity firms, including leverage buyout firms, growth equity firms, mezzanine funds, and portfolio companies located both domestically and off shore, in the acquisition, financing, operation, and ultimate disposition of their assets and in the formation and ongoing operation of the fund itself.

We believe that our private equity practice is differentiated from that of our competitors because of our focus on the middle market, our ability to represent portfolio companies post-acquisition on a responsive and affordable basis, our CEO-centric program, and our commitment of always staffing projects with teams led by senior attorneys that are actively involved in the process.

We offer a strong CEO-centric program, where we team successful CEOs with private equity firms to create industry-focused transactions. We actively identify and qualify these CEOs before introducing them into CEO-centric private equity firms. In addition, we provide an ongoing program to attract managers who are considering MBOs of their operating companies.