Corporate Lawyers : News/Publications

You want a strategic partner Porter & Hedges is known as an energetic dealmaker and strategic partner for its corporate clients. We regularly handle large, complex and demanding transactions in the U.S. and internationally. We participate in sophisticated financing transactions, are involved in merger and acquisition and other major corporate transactions, and we counsel companies and their boards with respect to the most difficult and sensitive corporate disclosure, governance and policy issues. We represent clients in industries such as energy, healthcare, manufacturing, distribution, pharmaceutical, environmental, biotechnology, computer technology and oilfield services. We also serve numerous private and public companies as “general counsel,” providing assistance with day-to-day legal, advisory and compliance matters. You need Porter & Hedges We have one of the most sophisticated corporate practices in Texas, with lawyers who have counseled growth-oriented public and private companies ranging in size from New York Stock Exchange-listed companies to start-ups. On the transactional side, we have handled hundreds of public and private offerings of equity and debt securities, mergers and acquisitions, venture capital financings, institutional and private placements, leveraged buyouts, and exchange offers. Corporate Finance Our corporate group represents a variety of participants in corporate finance transactions. We represent a broad range of issuers, from major corporations to early-stage private companies. We also advise private equity funds, mezzanine and venture capital groups, investment banks and other financial institutions, acting as equity investors, underwriters, placement agents, or in other capacities. Our experience extends to: initial public offerings follow-on equity offerings by issuers and secondary offerings by principal shareholders registered and private (including Rule 144A and Regulation S) offerings of debt, including high-yield and convertible debt securities exchange offers early stage and mezzanine equity private placements PIPEs (private investments in public equity) equity/debt hybrid products financings involving non-traditional collective investment vehicles acquisition financing Mergers and Acquisitions Our corporate group represents acquirors, targets, financial advisors, independent board committees, and equity investors in merger and acquisition transactions. Our lawyers are involved in both domestic and cross-border transactions. We have been active in the full range of merger and acquisition transactions, including negotiated transactions as well as leveraged buy-outs, restructurings and work outs, and spin-offs. We are able to provide clients involved in merger and acquisition transactions with a wide range of services, including: advice on legal, regulatory and tax implications of alternative transaction structures and proposals organization and implementation of legal due diligence reviews assistance in drafting and negotiating transaction agreements, tender offers and related documents advice in connection with auctions and competitive bidding situations assessment of litigation and regulatory risks presentations and advice to senior management and boards of directors Private Equity We represent private equity funds, mezzanine investment funds and other alternative investment vehicles on various matters, including acquisition, financing and exit transactions. In addition to providing the same comprehensive range of services as we do in the general representation of our corporate clients, we advise these clients on a variety of legal and regulatory matters including securities regulation, investment company and investment adviser regulation, tax, and employee benefit plan regulation. We are experienced in a wide range of investment-related activities. We have represented our clients on investment transactions and exit strategies of all kinds, including traditional LBOs and recapitalizations, minority investments, PIPEs transactions, initial public offerings and dispositions. In addition to our transactional work, we advise these clients on the full spectrum of legal issues relating to other aspects of their business. Corporate Governance As part of our corporate practice, we provide a full range of advice on corporate governance and related matters, including advising clients on the governance and compliance matters engendered by the Sarbanes-Oxley Act of 2002. Our lawyers also counsel clients on compliance with applicable legal and regulatory requirements of the Securities and Exchange Commission, the New York Stock Exchange, the Nasdaq Stock Market, the American Stock Exchange and other applicable state and federal laws. Corporate governance matters that we provide advice include: composition and procedures of boards of directors and committees, including the enhanced role of audit committees the board's oversight function “best practices” for boards, committees, individual directors and officers development of board committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures corporate governance-related disclosure requirements self-evaluation systems director and officer fiduciary duties and responsibilities executive compensation General Corporate Advice In-house general counsels, CEOs, and board committee members regularly consult with Porter & Hedges about their general corporate practices, fiduciary responsibilities, the business judgment rule and numerous other issues that can arise in the context of mergers and acquisitions, asset dispositions, employee malfeasance and takeover bids. Examples of our general corporate advice include: advising a board of directors committee in an internal investigation regarding a stockholder derivative action that alleged accounting improprieties reviewing the policies and procedures underlying its Foreign Corrupt Practices Act compliance program for a publicly held energy services company representing a special board committee in connection with a $435 million series of transactions among controlling shareholders settlement of executive compensation arrangements associated with employment terminations by insurgent shareholders advising an NASD member firm against claims of fraud and breach of fiduciary duty asserted by investors in an Internet development company preparing and/or revising of shareholder rights plans Representation of Special Committees of Boards of Directors and Related Experience We regularly represent standing and special committees of boards of directors in a wide variety of matters. Among the most prevalent types of representations are: representation of special committees in merger and acquisition transactions and related party transactions representation of boards and board committees in the implementation of defensive strategies representation of audit and special committees in connection with restatements of financial statements, allegations of accounting irregularities and financial reporting improprieties, internal corporate investigations and SEC and/or stock exchange inquiries. We also represent boards and committees in the development of corporate compliance programs, business ethics codes and compliance with the recently enacted Sarbanes-Oxley Act, as well as representation of committees and outside directors in corporate reorganizations and bankruptcy proceedings. Our corporate group is highly effective and efficient at all levels, from the design of an appropriate and tax-efficient structure through the diligence process, the negotiation of terms and the resolution of complex disclosure, regulatory and other legal issues. Moreover, because we are a full service law firm, our corporate lawyers are able to draw on lawyers proficient in other practice areas, including litigation, employee benefits and bankruptcy, bringing critical know-how to the transaction.