General Business Representation and Guidance
Many clients consider us their trusted business adviser. Possessing both broad business experience and a precise set of skills that makes us accomplished advisers to CEOs, CFOs and general managers, we serve in a general counsel capacity to many companies—both large and small, public and private—as they transition through all stages of the corporate life cycle: start up, expansion, management transition and exit. We also help them navigate the risks and reporting and compliance obligations that go along with each stage.
Mergers and Acquisitions
Our experience with mergers and acquisitions is deep and varied. We serve as outside counsel to major publicly traded companies, handle major acquisitions and divestiture activity for hundreds of middle-market companies and buy and sell local businesses for our smaller clients. We represent private equity and venture capital funds, hedge funds, management groups, public and private companies, shareholders, issuers and lenders in a variety of matters, including management buyouts, shareholder transactions, tender offers, leveraged buyouts and recapitalizations, private and public mergers, PIPE transactions, IPOs, cash sales, going-private transactions, joint ventures, private equity and venture capital investments, fund formation, asset sales and business combinations and partnerships. We also handle international acquisitions for companies looking do to business in the United States and U.S. companies looking to expand abroad.
We represent public companies , advising boards, audit and special committees and executive officers on all aspects of their duties and responsibilities. Our attorneys provide a comprehensive range of services, including assistance with compliance programs and corporate governance policies, accounting and auditing issues, broker-dealer and investment adviser registration and compliance, offerings and secondary offerings, securities offerings and ongoing SEC reporting obligations, mergers and acquisitions, and private equity and hedge fund formation and representation. When necessary, we represent client interests in investigations, arbitrations, litigation and other regulatory and enforcement proceedings, including the defense of federal and state shareholder class actions against issuing companies, officers and directors; claims arising from restatements or other accounting issues, public offerings, earnings warnings and failure to meet projections; and investor claims of fraud, misrepresentation, insider trading and other violations of securities law. We have also represented broker-dealers in matters brought by public customers and other broker-dealers in FINRA and NYSE arbitration forums and other private arbitration venues.
Financial Services Industry
Our attorneys are fluent in regulatory issues, securities and a broad range of financial and business transactions as well as corporate governance, bankruptcy and labor and employment matters impacting clients in the financial services industry. We understand financial institutions and the environment in which they operate. We counsel a range of financial services industry clients, including federal and state chartered banks, thrifts and chartered credit unions; bank holding companies; credit card banks; mezzanine lenders; venture capital firms; finance companies; insurance companies; and securities brokers/dealers. We guide clients through a broad scope of issues and transactions, including regulatory review and challenge; corporate governance; commercial and asset-based lending; workouts, restructurings and insolvencies; factoring; swaps and purchases; sales of assets and debt; labor and employment; and patent and trademark protection.
Our Corporate Department also provides services in a number of related areas, including:
Fox Rothschild’s entertainment law practice serves clients coast to coast. Our attorneys are trusted entertainment counsel to a variety of clients—including multinational corporations, cultural institutions, closely held businesses, individual artists and creators and well-known entertainment and media executives—and assist with a wide array of business and legal needs relating to the creation, use and exploitation of creative content and brand cultivation. We routinely negotiate and draft complex agreements—including production, distribution, licensing, sponsorship, merchandising, exclusive services, management, talent, development, employment, severance, nondisclosure and settlement agreements—all designed to support and advance clients’ business objectives. We also actively seek to help clients build and sustain their brands throughout through the establishment of various distribution platforms in an effort to strategically reach targeted audiences.
Our attorneys address the needs of U.S. and international franchise and distribution companies. Clients count on us to provide the one-stop business counseling they require as their operations expand. We handle registrations, renewals and drafting of the Franchise Disclosure Document (FDD), prepare franchise agreements and related documents and handle franchise regulatory matters with various state agencies. We are also involved in the development and roll-out of numerous regional and national franchise systems and handle the financing and structuring of the franchisor and affiliated entities, counsel the franchisor on effective strategies to employ within the franchise system and IP issues, and negotiate agreements with franchisees, including area developers and master franchisees. We also represent franchisors in litigation regarding termination of franchisees, protection of IP and enforcement of restrictive covenants, among other matters. Additionally, we offer clients access to an extensive network of business-building contacts – ranging from professionals in early stage financing, accounting and operational systems to exit strategies – to assist with start-up, expansion or just additional help along the way.
Fox Rothschild is home to one of the largest gaming practices in the United States and offers clients the benefit of our long history and reputation with industry regulators. We represent casino, hotel and racetrack owners, operators and executives as well as related businesses — including technology provides, gaming suppliers and equipment manufacturers, private equity funds and other investors — in all aspects of gaming law, including licensing, acquisitions, operational issues, regulatory review, compliance plans, contested enforcement matters, investigations and financing. We have handled gaming matters in numerous domestic and international jurisdictions, including New Jersey, Pennsylvania, Florida, New York, Delaware, Connecticut, West Virginia, Illinois, Missouri, Louisiana, Puerto Rico, Britain, Singapore and Australia.
Fox Rothschild attorneys serve counsel to virtually every type of institutional health care provider, providing key insight into the complex regulatory and business risks faced by clients in this industry. We represent hospitals, health systems, nursing homes, assisted living facilities, ambulatory surgery centers, diagnostic testing facilities and other ancillary providers. We also have a comprehensive understanding of the needs of individualized physicians, group practices and other non-institutional providers, providing timely and practical advice to help them not only grow their practices but also potentially avoid costly legal pitfalls. Our attorneys handle contracts and transactional matters, including physician joint ventures and ancillary services such as ambulatory surgery centers and diagnostic testing facilities; regulatory matters such as licensing, reimbursement and compliance and regulatory investigations, audits and inquiries, including fraud and abuse and other compliance investigations; compliance issues related to the use and disclosure of health information (HIPAA and HITECH); corrective action proceedings involving medical staff members; physician recruitment and retention matters; employment-related issues; real estate transactions; major taxable and tax-exempt bond issuances, financing and loan transactions; and a wide variety of litigation and threatened litigation.
We represent more than 650 foreign companies looking to do business in the United States or needing U.S. representation and nearly 350 U.S.-based companies requiring assistance in conducting business outside the United States. Our attorneys represent small and medium-sized businesses, multinational concerns, U.S.-based operations, foreign operations and industries of all types in a variety of commercial transactions that have an international component, including mergers and acquisitions, joint ventures, private equity and venture capital, securities, finance and structured finance, contracts, inter-company and capital goods transactions, outsourcing, sales and distribution and cross-border franchising. Additionally, we frequently serve as local counsel for foreign companies looking to establish subsidiaries in the United States. Our attorneys also provide assistance in connection with international insurance and reinsurance; financial restructuring and bankruptcy transactions and litigation; international trade; international transportation; cross-border arbitration, litigation and resolution; intellectual property portfolio management and enforcement; immigration; cross-border taxation; multinational estate planning; environmental; employee benefits; and real estate acquisition and financing.
We serve as bond, borrower's and underwriter's counsel in municipal and tax-exempt financing transactions, with an emphasis on health care and higher-education revenue bond financings. We also handle general obligation issues for municipalities, school district financings and water and sewer revenue authority financings.
Technology and Venture Finance
Our team of corporate attorneys shares the entrepreneurial passion of its emerging growth clients. We assist a wide range of both private and public companies in the seed, early and expansion stages, helping bring people and deals together and position all parties to a transaction for a smart and lucrative investment in the future. Drawing on contacts and relationships in the angel financing, venture capital, private equity, hedge fund and banking communities, our attorneys help clients get the introductions and referrals they need to raise capital. Our attorneys help companies explore opportunities for growth and assist with joint ventures, strategic alliances, mergers and acquisitions. We also handle all types and stages of equity and debt capital, including private and public equity and senior and mezzanine debt, and help companies manage their corporate governance and SEC compliance. Additionally, we draw upon the firm’s experience in intellectual property to help companies strategize and protect their corporate assets.