Corporate & Securities

Buckley Kolar provides counseling and assistance on corporate and securities matters for financial and other business organizations, covering every phase of a company's evolutionary cycle. We represent both operating and developmental stage enterprises.

Our lawyers have extensive experience forming and structuring the ownership, management and other aspects of corporations, partnerships, limited liability companies, and joint ventures. We have served as counsel to companies in connection with their issuance and sale of securities in venture capital and other private offerings, and have represented issuers and underwriters in initial and secondary public offerings.

We negotiate and craft various documents evidencing corporate and commercial understandings and transactions, including vendor, supply, outsourcing, distribution and development contracts; executive employment, non-competition, and confidentiality agreements; shareholder agreements; bank and other credit facilities; and technology licensing arrangements. Our expertise extends to implementing recapitalizations, spin-offs, stock redemptions, proxy solicitations, dissolutions and similar transactions.  We provide advice on corporate governance, including counseling on fiduciary duties of officers and directors and on shareholder relations and disputes.

For publicly traded companies, we assist clients to comply with regulatory requirements under the Securities Act, the Securities Exchange Act, the Sarbanes-Oxley Act and other federal and state securities laws, providing advice on matters ranging from insider trading, sales of restricted securities, and periodic and beneficial ownership reporting to financial and accounting controls and recordkeeping provisions.

We have represented companies as well as officers and directors in U.S. Securities and Exchange Commission and State Revenue Office investigations and enforcement proceedings.

Some matters representative of our capabilities are:

• Joint venture between name brand consumer marketing company and loan origination vendor for sale of home equity loans

• Outsourcing agreement between nationwide subprime lender with affiliated chartered bank to make  loans using the bank’s preemption of state restrictions on loan terms

• Co-branded credit card marketing arrangement between top-tier mortgage loan originator and credit card issuer

• $600MM spin-off of media company's broadcast and cable TV properties

• $220MM secondary public offering by hospitality company

• Recapitalization and $168MM stock redemption for newspaper publishing company

• Reorganization of book publishing company’s corporate structure

• Joint marketing and technology development agreement between US and offshore companies for electronic trading system

• $10MM Regulation S placement of preferred stock of telephone advertising company to European and Middle Eastern investors

• $350MM Rule 144A offering of debt securities of inpatient and outpatient health care provider

• $8MM SeriesA and B preferred stock venture financing of enterprise management software company

• Dissolution and liquidation of publicly-traded telecom equipment company

• Internal investigation of management loans for special committee of publicly-traded managed health care company

• Representation of officer of publicly-traded telecom company in Securities and Exchange Commission financial fraud investigation

• Representation of officer and principal stockholder of biopharmaceutical company in contest for control and claims of breaches of fiduciary duty