Home Home About Us Practice Areas Our Attorneys Press & Publications Events Diversity Pro-Bono Careers Advertising, Marketing & Promotions Benefits & Compensation Corporate Digital Media, Technology & Privacy Entertainment, Media & Sports Insolvency, Creditors’ Rights & Financial Products Intellectual Property Labor & Employment Litigation private client Services Real Estate Taxation
FOLLOW US:

Davis & Gilbert’s corporate attorneys make sure to know not just the law – but our clients’ businesses as well. Our understanding of the business intricacies and strategic needs of our clients enables us to provide effective, efficient, value-added advice with respect to the wide range of transactional, entrepreneurial and corporate matters that affect our clients. Through our close client relationships, we are able to anticipate and avoid potential issues before they materialize, containing costs and helping clients achieve a seamless progression toward meeting their business goals.

THE DAVIS & GILBERT ADVANTAGE
Our extensive representation of global holding companies has made us innovators in complex mergers and acquisitions, financings, joint ventures and strategic alliances. Due to our vast experience in representing service companies, we also are at the forefront of developments in “earn-out” transactions, having structured and advised on hundreds of these transactions in recent years, on behalf of both sellers and purchasers.

OUR CLIENTS
While we may be best known for our extensive client list in the marketing communications industry, Davis & Gilbert corporate attorneys represent companies in a diverse range of fields, including financial institutions, software development companies, apparel manufacturers, food distributors, cosmetics companies, restaurant chains and medical labs. The size of our clients also runs the gamut from large multinational corporations and mid-size companies to small partnerships, start-up businesses and individual investors, executives and sole proprietorships.

OUR PRACTICE
In addition to our M&A practice, Davis & Gilbert corporate attorneys have experience in debt and equity financings and securities offerings, corporate governance, SEC compliance, shareholder and partnership agreements, LLC operating agreements, employment and consulting agreements, non-competition and confidentiality agreements, licensing agreements and corporate tax issues. We also handle insolvency and bankruptcy matters, and we are regularly involved in international transactions, having overseen acquisitions and joint ventures in countries throughout Europe and in Asia, South America, Africa and Australia.

For many of the smaller companies we represent, we engage in corporate coaching, essentially helping to groom these companies for their eventual merger or sale. We work with these companies to assess their business organization, legal arrangements and operational controls, and then assist in their transformation into more efficient organizations and thus more attractive prospects for future investment or sale.

Mergers, Acquisitions & Divestitures
  • Mergers of equals
  • Acquisitions of minority and majority interests with put and call options
  • Stock for stock tax-free exchanges
  • Performance based "earn-out" transactions
  • Management buy-outs
  • Joint ventures with minority voting rights
  • Minority squeeze-out mergers
  • Purchases of assets from financially distressed sellers in and out of bankruptcy
  • Acquisitions of stock purchases using IRS section 338(h)(10) elections
Financings & Restructurings
  • Equity financings with preferred interest waterfalls
  • Working capital lines of credit
  • First lien/second lien secured term and revolving credit facilities
  • Receivables-backed structured financings
  • Debt-for-equity conversions and recapitalization
  • Issuances of publicly traded notes
  • Issuances of convertible debt instruments
  • Inter-creditor work-out agreements
Securities
  • SEC Compliance matters, including filing of annual and quarterly reports
  • Advising on matters ranging from short swing profit rules to Sarbanes-Oxley Act compliance
  • Advising on and structuring employee stock option plans, including related Rule 701, Reg. D and Form S-8 compliance issues
General Corporate
  • LLC operating agreements and shareholders agreements
  • Employee stock option and restricted stock plans
  • Employee deferred compensation and phantom stock plans
  • Form confidentiality and non-competition agreements
  • Corporate minutes and other housecleaning
CONTACT US

For additional information on Davis & Gilbert’s Corporate Practice, please contact:

Brad Schwartzberg
212.468.4966
bschwartzberg@dglaw.com

Curt Myers
212.468.4987
cmyers@dglaw.com


OUR CLIENTS
While we may be best known for our extensive client list in the marketing communications industry, Davis & Gilbert corporate attorneys represent companies in a diverse range of fields, including financial institutions, software development companies, apparel manufacturers, food distributors, cosmetics companies, restaurant chains and medical labs. The size of our clients also runs the gamut from large multinational corporations and mid-size companies to small partnerships, start-up businesses and individual investors, executives and sole proprietorships.

OUR PRACTICE
In addition to our M&A practice, Davis & Gilbert corporate attorneys have experience in debt and equity financings and securities offerings, corporate governance, SEC compliance, shareholder and partnership agreements, LLC operating agreements, employment and consulting agreements, non-competition and confidentiality agreements, licensing agreements and corporate tax issues. We also handle insolvency and bankruptcy matters, and we are regularly involved in international transactions, having overseen acquisitions and joint ventures in countries throughout Europe and in Asia, South America, Africa and Australia.

For many of the smaller companies we represent, we engage in corporate coaching, essentially helping to groom these companies for their eventual merger or sale. We work with these companies to assess their business organization, legal arrangements and operational controls, and then assist in their transformation into more efficient organizations and thus more attractive prospects for future investment or sale.



Mergers, Acquisitions & Divestitures
  • Mergers of equals
  • Acquisitions of minority and majority interests with put and call options
  • Stock for stock tax-free exchanges
  • Performance based "earn-out" transactions
  • Management buy-outs
  • Joint ventures with minority voting rights
  • Minority squeeze-out mergers
  • Purchases of assets from financially distressed sellers in and out of bankruptcy
  • Acquisitions of stock purchases using IRS section 338(h)(10) elections
Financings & Restructurings
  • Equity financings with preferred interest waterfalls
  • Working capital lines of credit
  • First lien/second lien secured term and revolving credit facilities
  • Receivables-backed structured financings
  • Debt-for-equity conversions and recapitalization
  • Issuances of publicly traded notes
  • Issuances of convertible debt instruments
  • Inter-creditor work-out agreements
Securities
  • SEC Compliance matters, including filing of annual and quarterly reports
  • Advising on matters ranging from short swing profit rules to Sarbanes-Oxley Act compliance
  • Advising on and structuring employee stock option plans, including related Rule 701, Reg. D and Form S-8 compliance issues
General Corporate
  • LLC operating agreements and shareholders agreements
  • Employee stock option and restricted stock plans
  • Employee deferred compensation and phantom stock plans
  • Form confidentiality and non-competition agreements
  • Corporate minutes and other housecleaning
CONTACT US

For additional information on Davis & Gilbert’s Corporate Practice, please contact:

Brad Schwartzberg
212.468.4966
bschwartzberg@dglaw.com

Curt Myers
212.468.4987
cmyers@dglaw.com