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:
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.
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.
Represented a pure-play public timeshare company in numerous high yield and convertible bond offerings, including distressed secured notes offering during pandemic and review of covenants.*
Represented a multinational industrial conglomerate in an SEC-registered spin-off of a home technology and smart solutions company, including review of disclosure and governance matters.*
Represented an iconic medical device company in cash and stock acquisition of a manufacturer of medical devices and supplies, including private notes offerings and SEC no-action requests.*
Represented a provider of investment accounting software for reporting and reconciliation services and its principal sponsors in connection with its IPO and governance arrangements.*
Represented a private equity sponsor in a business combination with a SPAC and dual targets, including SEC review during evolving regulatory period.*
Represented an iconic investment bank in numerous Rule 144A/Regulation S offerings of short-term secured notes.*
Represented an American women's retail apparel chain and its sponsor in connection with its IPO, including governance arrangements and ongoing public company advice.*
Represented a producer of inorganic chemicals in redomiciliation from Australia to the United Kingdom and acquisition of a titanium dioxide business, including related securities law matters.*
Represented a leading innovator in the data storage industry in credit facility and high yield notes offerings in connection with acquisition of a flash memory products company.*
Represented the underwriters in U.S. dollar, Euro and Swiss franc notes offerings by a global pharmaceutical company to finance acquisition of a pharmaceutical company that acquires, develops, manufactures and markets brand name drugs and medical devices.*
Represented an iconic American department store chain in multiple notes offerings and liability management transactions, including novel distressed secured notes offerings.*
Represented the underwriters in offering by a global insurance company of fixed-to-floating rate subordinated notes with concurrent tender offer.*
Represented the underwriters in connection with the IPO of a leading pharmaceutical data company.*
Represented a global investment bank in Rule 144A/Regulation S offerings of capital notes and provided ongoing securities law and governance advice.*
Represented a global commercial real estate services firm and its principal shareholder in connection with the IPO and debt finance matters, including U.K. restructuring and concurrent private placement.*
Represented the shareholders in connection with the IPO of an iconic American apparel manufacturer, including governance matters, dual class capital structure, and registration rights.*
Represented the underwriters in numerous SEC-registered shelf takedowns for a global insurance conglomerate, including preferred stock, senior and subordinated notes, and Eurobonds.*
Represented a special purpose acquisition company in its initial public offering of SAIL℠ securities.*
Represented a strategic buyer in its acquisition of a leading manufacturer of protective outerwear garments for law enforcement agencies.
Represented a private equity fund buyer in its acquisition of a provider of sports facilities management and advisory services.
Represented a seller in its sale of equity, equity rollover and real estate for its alloyed and precious metals and adhesives manufacturing company to west coast private equity firm, where the work earned Benesch the opportunity to continue on as counsel for future add-on transactions.
Counseled numerous dentists as they acquire practices and expand their platform.
Counseled 8 unaffiliated dental group in the merger and restructuring into one DSO with over 23 locations.
Assisted a sole proprietor in the acquisition of 4 heating and cooling companies in northeast Ohio and the eventual sale to a private equity company.
Represented a major US private equity fund in connection with a multi-million dollar enterprise-wide SaaS subscription services agreement with salesforce.com.
Represented military technology company and its affiliate in its sale to a private equity fund.