Corporate, Capital Formation & Securities Law
Tannenbaum Helpern's Corporate, Capital Formation and Securities Law
practice has four principal components: (1) transactional and securities
work for large and small public and privately owned companies; (2) general
counsel to growing public companies; (3) general counsel for many privately
owned businesses; and (4) specialized work for entrepreneurs.
Joel A. Klarreich and
Andre R. Jaglom are co-chairs of this practice, bringing over 70 years of combined legal
experience. In all aspects of the practice we first learn the business
issues and goals of our clients. We then perform our analysis and provide
advice to the clients on financial, structural, business and other considerations,
going beyond the drafting of agreements and documents where appropriate
The Corporate, Capital Formation and Securities Law department has a diversified
transactional corporate and securities practice that provides representation
to a broad range of institutional and entrepreneurial clients. Our department's
practice areas include mergers and acquisitions, venture capital, securities
law, general corporate representation, as well as counseling for start-up
companies needing early capital infusion. Tannenbaum Helpern's StartMeUp
Plan offers a suite of legal services designed specifically for entrepreneurs
who need efficient, high-level and individualized legal services when
beginning a new venture. For more information, please
Our securities practice primarily involves the representation of private
companies seeking to raise capital either by offering their securities
by private placement of debt and/or equity securities or by the issuance
of securities in connection with mergers and acquisitions. We also represent
public companies in their public offerings and in their securities compliance work.
Venture capital transactions are an important part of our corporate practice
and involve representing domestic and foreign investors in start-up and
early-stage enterprises and as growing ventures. We advise clients in
this area on transaction structures, assist in the preparation of private
placement memoranda and other transaction documents and arrange introductions
of complementary and supporting parties. Recent venture capital transactions
for which our firm has been engaged have involved companies in various
industries, including communications, health care, entertainment, food,
distribution, technology and computer software.
The Corporate, Capital Formation and Securities Law department is also
actively involved in the formation and representation of general and limited
partnerships and limited liability companies in all types of transactions.
- Business Organization: structure techniques and alternatives
- Business Operations
- Commercial contracts and relationships
- Stockholder and partnership issues
- Joint ventures
- License agreements
- Merger and acquisitions, tender offers, takeovers, leveraged buyouts
- Executive compensation packages
- Finance and Capital Formation
- Private placements and venture capital
- Loan agreements and secured transactions
- Public offering of securities
- Motor vehicle finance transactions
- Securities compliance work for publicly held companies
- Annual, quarterly and periodic filings
- Shareholders reports and proxy materials
- Regulatory and licensing matters before government agencies, including
- Federal Energy Regulatory Commission and State energy agencies
- Represented the foreign seller of a $50 million U.S. subsidiary.
- Represented a financial fund in acquiring a business and extending credit,
on a senior basis and mezzanine basis.
- Represented the sellers in a $90 million sale of alternative energy project
limited partnerships to a major international corporation.
- Represented the seller in a $50 million sale of an investment management firm.
- Represented purchaser of automobile loan portfolio in excess of $150 million
from financial institutions.
- Negotiated business combination creating third largest beer distributor
in the United States.
- Negotiated senior executive level employment compensation agreements with
leading companies in the fashion entertainment, advertising and supermarket industry.
- Advised clients in leveraged buy-outs, proxy contests, tender offers and
- Represented clients in "going private" transactions such as converting
public into private companies pursuant to securities laws as well as taking
private companies "public."
- High technology companies
- Banks and Financial service companies
- Retailers and retail chains
- Medical groups and joint ventures
- Local, regional and national staffing and personnel placement firms
- Beer distributorships
- Soft drink bottlers
- Wine and spirits importers
- Leading food purveyors
- Leading restaurateurs
- Fragrance importers and distributors
- Service organizations
- Development stage and emerging companies
- Investment groups and real estate syndications
- Public companies
- Closely held companies
- Energy companies
- Real estate developers
- Entertainment Companies