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Corporate & Securities

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The Corporate & Securities Practice Group provides business oriented, creative solutions to clients involved in national and international acquisitions, dispositions, mergers, strategic investments, divestitures, commercial alliances, distributorships, franchising, and public and private financings of all sizes.

International presence, extensive knowledge

Hodgson Russ’s Corporate & Securities attorneys have a national presence and international capabilities. We support our clients from offices in New York, Buffalo, Albany, and Johnstown, New York; Boca Raton and Palm Beach, Florida; and Toronto, Ontario. Our core corporate and securities attorneys are supported by business attorneys in specialty areas including general and international tax, employee benefits, health law, immigration, intellectual property and technology law, real estate and finance, and state and local tax. Whether our clients’ needs are for the innovative or the routine, we have the breadth, depth, and experience to provide the cost-effective and quality representation our clients expect.

Strength and diversity

Our capabilities have to be strong and diverse in order to meet the wide range of our clients’ business needs. Hodgson Russ clients are privately held and publicly traded corporations, multinational Fortune 500 companies, and small family businesses. They range from mature service and industrial companies to high technology, e-commerce, and Internet issuers, and from seasoned institutions to emerging start-ups. We regularly represent them in negotiating successful agreements for a broad spectrum of business relationships, including sales, marketing, distributorships, franchising, employment, shareholder relations, licenses, strategic alliances, joint ventures, partnerships, noncompetition, and other corporate matters. The broad range of services provided by the Corporate & Securities Practice Group includes:

Antitrust
Our attorneys consult with and represent clients on antitrust issues in a variety of contexts, including mergers and acquisitions affecting the markets for goods, governmental proceedings, and civil litigation. The many aspects of antitrust law on which we advise our clients include pricing, relations with distributors, vertical restraints, contacts with competitors, dual distributors, Hart-Scott-Rodino compliance (including “second requests”), and trade regulations. Our antitrust attorneys also have extensive experience in dealing with issues involving:
• Misleading advertising
• Non-competition agreements
• Price discrimination
• Refusals to deal
• Sales and representative agreements
• Structuring and enforcing covenants not to compete
• Termination of product lines
• Tortious interference with contract
• Trade secrets
• Tying arrangements
• Unfair competition

We also counsel clients on corporate sentencing guidelines applicable to federal criminal violations ranging from antitrust and environmental actions to fraud cases.

International trade
With an office in Toronto and another in Buffalo, close to the Canadian border, we are well situated to provide corporate and securities advice for our strong cross-border practice. We regularly advise Canadian corporations that are expanding into the United States, and we advise Canadian companies seeking access to U.S. capital markets by:
• Assisting in structuring and negotiating cross-border financing transactions
• Advising issuers in cross-border securities offerings
• Providing registration and compliance counsel to Canadian companies regarding the Securities and Exchange Act
• Helping Canadian public companies become listed on U.S. securities exchanges and quotation systems

Our international practice is not limited to Canadian crossborder activities. We have regular access to a network of foreign law firms and serve as an intermediary for U.S. clients with a wide variety of international legal problems.

General business
We provide general corporate legal services that routinely include:
• Assisting owners in the sale of businesses
• Providing general corporate legal services for the formation of businesses, their ownership and management structures, and their ongoing operations
• Advising on the choice of business entity
• Advising on structures for corporations and corporate groups
• Advising on governance issues
• Advising on capitalization of corporations, partnerships, limited liability companies, and other business entities
• Advising on the rights and preferences of various classes of debt and equity interests
• Advising on voting agreements, voting trusts, and other control arrangements
• Advising companies on the range of commercial financial tax and regulatory issues affecting business entities

Investment management/private funds
We represent money managers, investment companies, and investment advisers in a variety of contexts. We represent the principals, management, and sponsors in organizing and offering private equity funds, including venture capital funds, hedge funds, and other investment pools, and in maintaining fund compliance with Investment Company Act and Investment Advisers Act regulatory regimes. We also represent registered investment advisory firms and individual investment advisers in connection with registration and compliance issues.

Mergers and acquisitions
We routinely represent clients in:
• Mergers
• Acquisitions
• Sales and divestitures
• Dispositions of securities and corporate assets, including real estate
• Other types of reorganizations

We also have experience in substantial transactions involving:
• Industrial development 
• Leveraged leases
• Negotiated and hostile takeovers
• Leveraged buyouts
• Management buyouts
• Spin-offs
• Going-private transactions
• Redemptions
• Recapitalizations
• Secured and unsecured lending
• Eurodollar financings
• Interest rate swaps

Securities
The practice group provides comprehensive U.S. securities law advice for:
• U.S. federal and state registration of public securities offerings, both initial public offerings (IPOs) and secondary offerings
• Private placements and exempt securities offerings
• Underwriting agreements, placement agreements, and fairness opinions
• Venture capital financings
• Institutional debt and equity financings
• Restricted stock transfers
• Stock exchange and NASDAQ listings
• Securities Exchange Act registration and compliance
• Governance issues under the Sarbanes-Oxley Act
• Disclosure and reporting issues
• Insider trading issues
• Proxy statements and proxy solicitations
• Tender offers and going private transactions
• Corporate governance and anti-takeover matters
• Mergers and acquisitions, exchange offers, and leveraged buyouts
• Investment company registration and compliance
• Investment advisor registration and compliance
• Broker-dealer registration and compliance
• Stock option and other stock-based employee benefit plans
• Securities law litigation and arbitration proceedings

Venture Capital
We represent a number of venture capital firms on an ongoing basis. We also regularly represent issuers in negotiating venture capital investments.