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Corporate & Securities

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Overview

Barack Ferrazzano's Corporate & Securities Group represents public and privately held domestic and international companies, as well as investors and boards of directors, in a wide range of corporate and securities law matters. Our broad experience includes mergers, acquisitions and sales of businesses, domestic and international joint ventures, public and private securities offerings and underwritings, SEC filings and compliance matters, corporate governance and stockholder issues, takeover and anti-takeover counseling, leveraged buyouts, private equity, venture capital and corporate finance.

Corporate Counseling

The Firm's Corporate & Securities Group has a reputation among U.S. and international business leaders for its highly experienced attorneys and its focused attention to each client's strategic needs.  Our attorneys regularly provide legal and business advice to our clients and assist them with their day-to-day business requirements.  We serve as general counsel to a variety of established and rapidly growing domestic companies and as lead U.S. counsel to a number of large international companies. We also represent entrepreneurs and individuals whose businesses have evolved during the course of our representation from emerging entrepreneurial companies to publicly traded companies with institutional followings.

Mergers & Acquisitions

Mergers and acquisitions are among the focal areas of our practice. The Firm is regularly called upon to assist our regular private and publicly-held clients, as well as clients who retain us to act as special counsel on transactions requiring highly specific knowledge and experience, with stock and asset acquisitions, mergers, spin-offs, divestitures, joint ventures and other strategic transactions. Our mergers and acquisitions experience is unusually diverse and unique. Over the past several years, we have represented domestic and foreign buyers, sellers and financial intermediaries in diverse transactions involving clients in many different industries including financial institutions, luxury goods, retailing, manufacturing, motor vehicle, wine and spirits, energy, and high technology.

Securities

The Firm maintains an active practice representing and counseling issuers of debt and equity securities, and also regularly represents underwriters and other parties in securities transactions. The Firm has handled numerous domestic and international offerings involving a wide range of debt, equity and hybrid securities. These offerings include initial and other public offerings by issuers, secondary offerings by stockholders, offerings relating to dividend reinvestment programs, exchanges of securities and employee benefit plans, and private placements. In addition, the Firm regularly assists its publicly-held clients with their periodic SEC reporting and disclosure requirements, including the requirements of the Sarbanes-Oxley Act.

In connection with securities transactions, the Firm participates in structuring transactions, drafts disclosure and selling documents, negotiates with or for underwriters, prepares applications to national exchanges, and provides general counseling for compliance with all applicable federal and state securities and corporate governance laws.

Takeover & Anti-Takeover Counseling & Litigation

Barack Ferrazzano attorneys have also represented issuers, management and acquirors in a number of contested takeovers, tender offers, proxy fights and self-tender offers for debt and equity securities. Our services in connection with these engagements include participating in litigation and acquisition strategy, preparing anti-takeover defenses (such as stockholder rights plans), and assisting clients in complying with applicable tender offer and proxy regulations and state anti-takeover statutes.

Our Team

Leveraging a combination of legal, regulatory and previous business experience, our attorneys are highly credentialed with many years of experience and strong business acumen. As a result, we are well known for crafting practical and creative solutions to difficult or unique complex corporate transactions. In addition, the Firm's flexible, streamlined structure promotes a level of efficiency and quality that makes Barack Ferrazzano especially valuable to some of the world's most successful companies.

Members of our Corporate & Securities Group include an adjunct professor of securities law at Northwestern University School of Law, an adjunct professor of finance at Northwestern University's Kellogg School of Management (teaching courses in mergers and acquisitions), a former chair of the Chicago Bar Association's corporate law committee, an attorney who played a role in major revisions to the Illinois Business Corporation Act as well as a number of attorneys who write and speak on a regular basis, both in the U.S. and abroad, on various corporate and securities law topics.

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