The International Law Firm of Fulbright & Jaworski - Corporate, Securities, and Transactions

Corporate, Securities, and Transactions

For more information
contact Mike Conlon or Paul Jacobs.

Fulbright & Jaworski provides a broad array of corporate legal services to a diverse client base that ranges from start-up ventures to large multinational companies. We carefully guide our clients through the legal issues that affect not only their ability to obtain financing, but also to maintain their operations in today's highly competitive, high-speed business environment. We measure our success by the success of our clients and the longevity of their relationships with us.

Our skill and commitment to service span many industries including energy, health care, media, financial services, insurance software and hardware, biotechnology, telecommunications, information technology, transportation, business services, manufacturing, retail, ecommerce and consumer products. We are particularly active in practice areas including:

Mergers and Acquisitions
Joint Ventures
Finance/Capital Markets
Venture Capital
Private Equity and Investment Funds
Master Limited Partnerships
Structured and Project Finance/Equipment Finance
Public Finance
Corporate Governance and Compliance
Investment Management
Broker-Dealer Regulation
Insurance Regulatory
Licensing and E-Commerce
Securities Litigation and Enforcement
International

Mergers and Acquisitions

Each year, our corporate department handles mergers and acquisitions involving, in the aggregate, billions of dollars. The firm's mergers and acquisitions practice is frequently mentioned in rankings of various nationally recognized independent sources, such as The American Lawyer's Corporate Scorecard. Our mergers and acquisitions practice encompasses essentially every form of corporate transaction, including mergers, purchases and sales of assets, purchase and sales of securities, and change of control events such as tender offers and proxy contests. Transactions are both domestic and cross-border. We represent purchasers, sellers, lenders and financial advisors. One of the great strengths of Fulbright's mergers and acquisitions practice is the ability to bring a multi-disciplinary approach to these transactions by covering antitrust, taxes, real estate, environmental, corporate, employee benefits, labor, and financing expertise, not only at the due diligence stage, but also the agreement and closing stages of these transactions. Our expertise in regulated industries such as energy and healthcare only serves to expedite these transactions.

Joint Ventures

Fulbright has extensive expertise in strategic joint ventures, often cross-border in nature. We handle entire joint venture endeavors from inception to final agreement, with special emphasis on structure of the venture entity, tax planning and corporate governance between or among the partners. We have formulated joint ventures in any number of industries ranging from energy to healthcare. We have also represented cross-border venture entities in sensitive regulatory issues such as SEC accounting issues related to accounting for interests in joint ventures.

Finance/Capital Markets

Fulbright engages in extensive representation in debt and equity financing transactions aggregating billions of dollars on an annual basis. Once again, this practice is frequently recognized in rankings of nationally recognized independent sources, such as The American Lawyer Scorecard and The Bond Buyer. In public offerings, we represent both underwriters and issuers. Debt financings include 144A transactions, high-yield offerings and commercial paper. Fulbright also handles commercial lending, debt restructuring, and creditor's rights.

Venture Capital

We represent sponsors of venture capital funds in their capital-raising and investing activities as well as emerging growth companies seeking venture capital financing. We have practiced actively in the venture capital area for over 30 years and were one of the early entrants in this field. Our model portfolio company investment agreements formed the basis of many of the agreements used in today's venture capital industry. Accordingly, we bring a vast wealth of experience to these assignments. We provide advice on the structuring of domestic and offshore entities; prepare private placement memoranda and subscription documentation as well as limited partnership agreements and limited liability company membership agreements; negotiate with investors; and structure general partner and investment advisor arrangements. We represent sophisticated institutional investors in funds and our lawyers are knowledgeable about market terms and trends. Additionally, we provide advice in connection with transfers of limited partner interests, distributions in kind, general partner management changes, dissolution and liquidation mechanics. We also represent a number of venture capital-backed portfolio companies in the computer, semiconductor, health care, life sciences, telecommunications and software area.

Fulbright is also one of the foremost authorities in the structuring and closing of venture capital investments. The volume of venture capital financings we close each year and our familiarity with emerging trends in the industry enable us to assist our clients in offering and obtaining current, competitive financing terms. From the structuring of bridge loans through the sophisticated negotiation of later-stage financings, our lawyers provide advice that positions clients to close transactions swiftly and efficiently. Our venture capital lawyers assist clients in their due diligence review of corporate, patent and other intellectual property and other issues in connection with potential investments.

Private Equity and Investment Funds

Fulbright & Jaworski regularly represent both sponsors and investors in connection with the establishment of private equity investment vehicles, including leveraged buy-out funds and venture capital funds, both domestic and off-shore. Our team working in this area brings extensive experience in many relevant areas, including partnership and limited liability company law, tax, ERISA, securities, investment companies, and it also brings knowledge of current market conditions and trends to its works.

We also regularly represent institutional investors making investments in the funds. In addition to our work in establishing private equity funds, members of the group are involved regularly in structuring and negotiating the funds' investments. We work with our clients from the beginning to establish clear exit strategies, whether by private sale, initial public offering, merger or acquisition. The transactions range from seed capital and other preferred stock investments to buy-outs of public and private companies, recapitalizations and spin-offs.

Master Limited Partnerships

We have more than 30 years of experience in the formation of partnerships and the public offering of debt and equity in such entities, including representation of both issuers and underwriters. Clients include participants in the upstream, midstream and downstream segments of the energy industry. We have represented both purchasers and sellers of assets and entities doing business in partnership form. We have experience in mergers, rollups and liquidations of public partnerships and going private transactions involving these entities. We formed the first NYSE-listed energy company doing business as a limited liability company. We currently represent a number of partnerships and limited liability companies that file periodic reports with the Securities and Exchange Commission. Our work for these entities includes SEC reporting, NYSE compliance, governance, tax and debt and equity financings.

Structured and Project Finance/Equipment Finance

The firm's structured finance group represents lenders and borrowers in state-of-the-art lease finance transactions, including tax-advantaged lease transactions. In addition, our equipment finance practice is recognized domestically and internationally for its work on U.S. and cross-border leasing and financing of aircraft, rail, manufacturing, mass transit and other equipment. Lawyers from this practice group also work with our bankruptcy and litigation lawyers on restructurings, workouts, reorganizations, bankruptcies and liquidations of airlines and leasing companies and related litigation. Representative clients include U.S. and foreign commercial banks, investment banks, airlines, leasing companies and manufacturers.

Fulbright & Jaworski's Public Finance Practice Group provides legal counsel to help clients achieve their aims in the municipal securities marketplace as expeditiously and effectively as possible. Our municipal securities practice annually ranks as one of the most active in the nation. Our firm ranked sixth in the Nation as bond counsel in 2002, when we closed 349 municipal securities issues totaling $9.2 billion in principal amount. Our lawyers have extensive experience as bond counsel, disclosure counsel, special tax counsel and general counsel to issuers of tax-exempt obligations and as counsel to their underwriters, credit enhancers and liquidity providers.

Public Finance

Corporate Governance and Compliance

Fulbright & Jaworski lawyers have been corporate advisors and counselors since the Firm first opened its doors in 1919. Fulbright lawyers, by experience and background, are well equipped to provide the full spectrum of corporate governance and compliance assistance and support to all of our corporate clients, in the U.S. and abroad, consistent with their cultures and values, marketplace dictates, and the requirements of government authority and securities exchanges. In the area of corporate governance, we constantly advise clients on Board and committee structures, as well as shareholder issues. We monitor stock exchange, SEC and PCAOB matters on a daily basis. In particular, we counsel Board's and Board committees on sensitive internal matters and investigations, as well as special committees charged with responding to potential acquirors.

In the compliance area, we tailor compliance programs in any number of areas, including

Insider trading/"white collar" crime
Foreign Corrupt Practices Act
Antitrust/fair trade/unfair business practices
Environment/health/safety/product integrity
Human resources issues, including employee relations, employee privacy, protection of company information, conflicts of interests and self-dealing
Health care law compliance issues
Tax compliance matters

Investment Management

Our firm also has an active and growing investment management and investment company practice. Our lawyers represent a variety of clients that utilize our experience in matters arising under the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Through lawyers located principally in our New York and Washington, D.C. locations, our practice includes representation of registered investment advisers; open-end mutual funds; closed-end investment companies; private investment partnerships, including hedge funds, high-yield debt funds, arbitrage funds, private equity funds and venture capital funds; offshore investment pools; direct investment funds; registered broker-dealers; and trade groups and others seeking guidance on regulatory matters.

Broker-Dealer Regulation

Fulbright & Jaworski L.L.P. also has an active and growing broker-dealer practice which includes representation of (i) registered broker-dealers and their associated persons, (ii) stock exchanges and (iii) securities industry trade groups and others seeking guidance on regulatory matters.

A number of partners and associates at the firm deal on a daily basis with broker-dealer issues involving compliance with requirements under the Securities Exchange Act of 1934, the rules of the National Association of Securities Dealers, Inc., the New York Stock Exchange and other stock exchanges and the Blue Sky rules and regulations of the various states. The group routinely handles registration of new broker-dealers and compliance issues in areas such as:

Best execution and order flow,
Net capital rule and customer protection rules,
Hot issues,
Supervision issues,
Research, research analysts and related issues,
Limit orders,
Married puts, and
Markups and commissions.

Fulbright has also represented broker-dealers in connection with the establishment and operation of an on-line Internet trading platform, the purchase of a commission recapture business and the establishment of a global 24 hour a day trading operations. We have also acted as counsel to broker-dealers and their associated persons in arbitrations of customer complaints and SEC, NYSE and NASD investigations.

Insurance Regulatory

Our insurance regulatory practice group represents insurers, reinsurers, agents, brokers, managing general agents, commercial banks, investors, underwriters and trade associations. They have experience with financings, mergers and acquisitions, securitization transactions, BOLI/COLI programs, sureties and financial guaranties, as well as public and private capital markets and alternative capital market deals. The group also provides extensive regulatory advice on state and federal insurance issues.

Licensing and E-Commerce

Information technology is fundamental to doing business in today's economy. Acquiring and using that technology entails a host of legal issues which our lawyers are well-equipped to handle. We review, advise on and negotiate a wide variety of data processing-related arrangements, including software licenses, outsourcing agreements, computer equipment acquisitions, maintenance and support contracts and distribution relationships. Since much of today's business is conducted over the Internet, we also advise on e-commerce matters, including preparing appropriate terms and conditions, drafting privacy policies, and advising on applicable U.S. and foreign legislation including the federal securities laws.

Intellectual property, in the form of patents, copyrights, trademarks and trade secrets, is also of critical importance to our business clients. We negotiate and draft licensing agreements for all of these forms of intellectual property. In addition, we work with our intellectual property lawyers to formulate effective intellectual property protection programs for our clients, including preparing non-disclosure and non-compete agreements and prosecuting applications for patents, copyrights and trademarks. When intellectual property rights are threatened by the activities of competitors and former employees, we work with our litigation lawyers to take vigorous legal action to put a halt to those activities and get compensation for damages suffered by our client.

Securities Litigation and Enforcement

Our securities enforcement practice, centered primarily in our Washington, D.C. location, has been involved in some of the most highly publicized and significant national SEC enforcement matters of recent years. Large SEC enforcement cases, which often evolve over several years, are frequently referred to us by other U.S. law firms. The department includes former senior members of the Securities and Exchange Commission staff in its Washington D.C. location. Our practice involves representation of issuers, boards of directors, audit committees, senior management, investment bankers, as well as government entities, self-regulated organizations, government-sponsored enterprises, and international institutions with respect to self-investigations and special projects.

Securities Litigation and Enforcement

International

As a major international law firm, we handle a broad range of international corporate, commercial, transactional, securities, investment, finance, trade, regulatory and other matters for our clients throughout the world. The firm's International Department includes more than 70 lawyers from our European (London and Munich), Middle East (Dubai and Riyadh), Asian (Beijing and Hong Kong ) and U.S. locations. Examples of the types of matters and transactions that we handle for our clients in this area include: cross-border mergers and acquisitions; initial and secondary public offerings of equity and debt securities; private equity and debt financing and venture capital arrangements; foreign direct investment and joint ventures; infrastructure project development and finance; commercial real estate investment, development, finance, and management; cross-border equipment leasing; telecommunications and technology transactions and matters; manufacturing, licensing, distribution, agency, technology transfer and technical assistance agreements; workouts and restructuring transactions; international trade matters and disputes; insurance; labor and employment matters; and commercial dispute resolution.

We regularly represent a diverse and extensive list of American and non-U.S. multinational entities, public and private companies, multilateral institutions, governmental organizations, and individuals. Our clients are engaged in many different businesses and industries, including energy, banking and financial services, venture capital, manufacturing, real estate, transportation, infrastructure development, telecommunications, technology, pharmaceuticals, media and publishing, and health care, among others.

Several of our international practitioners have held senior positions within the U.S. government, various international organizations, and the legal departments of multinational entities. Many of our international lawyers are multilingual and have lived and worked overseas. Our broad institutional experience in handling complex international transactions and matters in markets throughout the world enables us to provide effective counsel and expertise in the diverse legal and business cultures throughout the world in which our clients conduct business.

International

Full-Service Solutions

Many of the matters our corporate lawyers handle require experience in other substantive areas. Our lawyers provide full-service solutions, working with other departments such as antitrust, tax, environmental, intellectual property, labor, employee benefits, and real estate.

For further information or questions about Fulbright's corporate practice, please contact Mike Conlon or Paul Jacobs.

Awards

Chambers Global lists Fulbright's China practice team among the top in the world for handling corporate/mergers and acquisitions in China. Read more . . .
For the sixth year, Corporate Board Member named Fulbright one of the top 20 law firms in the nation. Read more . . .
Fulbright Texas corporate mergers and acquisitions lawyers gained accolades from Chambers U.S.A. 2006. Read more . . .
Fulbright's Linda Addison and Mark Baker are listed as two of the 100 Most Influential Lawyers in America by 2006 National Law Journal. Read more . . .

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