With diverse experience the Carney Stanton Corporate and Securities practice provides premier services to a wide variety of corporate clients, handling matters from complex, high-profile mergers and acquisitions to vital business transactions for growth stage and mid-market companies, start-ups, and entrepreneurs. Our Corporate and Securities helps clients meet their goals by effectively executing both routine corporate matters and high-stakes transactions that require innovative thinking and novel structures, representing issuers, underwriters, acquirers, targets, financial institutions, borrowers, governments, governmental entities, private equity and venture capital firms, and investment funds, among others

Our clients often look to us to provide legal counsel with respect to a multitude of legislative, regulatory, and governance issues that draw on our corporate experience. With one of South Florida’s  leading regulatory practices, we offer clients in highly regulated industries a valuable combination of regulatory and corporate resources with offices in Miami- Dade and Palm Beach counties. In addition, we offer a full range of complementary resources, including respected experience in areas such as tax, financial institutions, antitrust, telecommunications, intellectual property, real estate, employee benefits, government contracts, environmental law and bankruptcy.

Capital Markets Transactions
Our team represents issuers, underwriters, security holders, and indenture trustees in the full range of public offerings and private placements of debt, equity, and hybrid securities. Our work includes initial public offerings, SEC-registered offerings, Regulation S debt and equity offerings, commercial paper programs, municipal bond financings, medium term note programs, and asset-backed securities offerings.

Our lawyers serve as counsel in capital-raising and financing transactions for, among others, financial institutions, international banks, telecommunications companies, computer software and systems companies, biotechnology firms, real estate developers, specialty finance companies, and other businesses. We represent both large and small institutions in the US in their capacity as underwriters in public offerings and as initial purchasers or placement agents in private placements.

Our capital markets transactional capacity includes the ability to offer regulatory, corporate, securities, and tax law experience in structuring new securities products, as well as in advising on regulatory compliance and marketing issues from the perspective of underwriters or placement agents, broker-dealers, and issuers. 

Corporate Governance, SEC Reporting and Compliance
We have extensive experience in a wide variety of corporate governance matters, frequently serving as counsel to boards of directors, independent directors, and special committees in connection with matters such as financial reporting issues, internal corporate investigations, change of control issues, and similar matters. We counsel clients on a variety of topics, including board fiduciary duties; board and committee composition, structure, and process; Sarbanes-Oxley Act compliance; executive compensation disclosure and strategy; stockholder communications; and proxy contests and other contested and uncontested changes of control.

As principal outside counsel for numerous companies, we handle corporate compliance, corporate governance, risk management, business ethics, and corporate social responsibility matters. We also help our clients in developing, implementing, and enhancing corporate compliance programs and in drafting the codes of conduct, various substantive law practice guides, training programs, and charters. When required, we represent clients in investigations by the Securities and Exchange Commission and other federal and state regulators and special investigations by corporations with respect to corporate practices regarding the granting and exercise of stock options. We counsel clients regarding issues implicated by options and other equity grants, including accounting issues, corporate governance issues, civil and criminal enforcement issues, disclosure issues, and emerging best practices.

Financing Transactions
We represent US and international lenders and borrowers in structuring, negotiating, and documenting all types of secured and unsecured financing transactions, including public and private offerings of debt securities, commercial lending transactions, leasing transactions, and restructuring transactions. We advise major insurance companies, banks, private equity funds, and other institutional lenders, as well as US and international companies in a variety of industries, including computers, communications, construction, financial services, real estate, airlines, energy, mining, healthcare, biotechnology, pharmaceuticals, resorts, printing, newspapers, and consumer products.

Our team prepares and negotiates commercial loan documentation on behalf of lenders and borrowers in connection with all types of commercial lending structures, including participated and syndicated facilities, single- and multiple-borrower facilities, domestic and cross-border loans, debtor-in-possession financings, and asset-based lending transactions. Our commercial lending work covers senior, mezzanine, and subordinated facilities, and we routinely advise borrowers and lenders on inter-creditor arrangements, guarantees, letters of credit, and liens on all types of collateral, including intellectual property, aircraft, equipment, inventory, accounts receivable, certificated and uncertificated securities and investment property, insurance policies, and government contracts. Our commercial lending practice also extends to specialized lending arrangements, warehouse lines of credit, and factoring loans. We work closely with attorneys in our private equity and venture capital practice to develop financing solutions for leveraged buyouts and other acquisition transactions on behalf of private equity and other investment fund clients, as well as their portfolio companies.

We advise our corporate clients with respect to lease financing transactions of equipment and other capital assets. Our work in the lease financing area covers true leases, finance leases, synthetic leasing arrangements, and leveraged leases. In addition, our project finance attorneys offer significant experience with project finance transactions.

Mergers, Acquisitions, and Divestitures
Our team advises companies and private equity and venture capital funds in complex domestic and cross-border merger, acquisition, and divestiture transactions, including public company mergers, strategic acquisitions and divestitures of private companies, and leveraged buyout transactions.
Our corporate attorneys have particularly deep experience in transactions in regulated industries, where the breadth of our regulatory practices complements our core merger and acquisition experience to provide a strategic advantage to our clients. Because of our firm’s extensive regulatory practice, our corporate merger and acquisition attorneys are familiar with a myriad of regulatory issues that can arise in merger and acquisition transactions and work efficiently to address those issues with our regulatory colleagues while remaining attentive to our client’s business objectives.

Our transactional teams assist clients in all phases of their acquisitions, from letters of intent, to due diligence, to the negotiation and drafting of transaction documents, through the various regulatory approval processes, and in the planning and implementation of post-closing integration activities. While the core of our merger and acquisition work is based in our corporate practice, our transactional teams include our colleagues throughout many of our practice areas, including intellectual property, employee benefits and executive compensation, employment, tax, government contracts and national security, financial services, environmental, real estate, antitrust and competition, food and drug and healthcare, and litigation. Our corporate attorneys work closely with our attorneys in other practice areas to ensure a coordinated, integrated approach to accomplish our clients’ legal and business goals.

Private Equity
Our international private equity practice focuses on representing private equity funds in leveraged acquisitions and subsequent dispositions of portfolio companies, as well as representation of portfolio companies in general corporate and transactional matters.  Our private equity team has extensive experience in handling transactions in numerous industries. As a full service firm headquartered in Washington, DC, we have developed substantial experience in providing due diligence and corporate transactional services to private equity funds investing in numerous industries.

Venture Capital
Our venture capital practice includes representation of both investors and early stage companies that are venture-backed or seeking venture capital investment. Our clients include very early stage companies that are seeking their seed round of venture capital investment and later stage companies that are seeking expansion capital in advance of an initial public offering or transformational transaction. In addition to our corporate capabilities, we have a leading intellectual property practice that provides expert advice to our early stage clients on how best to protect and license their patents and other intellectual property as they grow their business. We have experience in all of the major industry sectors attracting venture capital, including software products and services, hardware and other equipment manufacturing, biotechnology, medical devices and telecommunications.

Business Restructuring
Our restructuring work includes M&A, divestitures, debt and equity issuances and exchanges, refinancings, legacy costs reductions, and commercial contract renegotiations. We represent clients in negotiating plans of reorganization in Chapter 11 cases, in buying or selling assets and businesses through “Section 363 sales” outside of a Chapter 11 plan. Our US and international clients include large corporate debtors, private equity firms, hedge funds, lenders, creditors, and other entities seeking opportunities in Chapter 11 cases, across a diverse range of industries.

Our finance, bankruptcy, and restructuring teams stand ready to advise clients dealing with financially distressed businesses. We represent creditors and debtors in bankruptcy and insolvency proceedings, as well as in connection with workouts and out-of-court debt restructurings. Our attorneys use a multidisciplinary approach, which draws upon the experience of attorneys in other practice areas, to offer creative, practical, and efficient solutions to problems faced by our clients. Our attorneys have negotiated and documented forbearance agreements, debtor-in-possession financings, restructuring agreements, and alternative collateral arrangements to support problem loans.



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