Corporate

Gibbons continues to distinguish itself from other leading middle market corporate law practices, by combining an acclaimed business/transactional/M&A foundation with growing niche practices. Private Equity Analyst, a DOW JONES publication, named Gibbons among the top-ranked firms for both number of funds and number of deals, with the firm appearing on both these prestigious lists for six consecutive calendar years, the only New Jersey law firm to obtain that status. Similarly, Gibbons was selected by the National Law Journal among only 20 midsized law firms (50-300 attorneys) in the entire U.S. for its inaugural “Midsize Hot List”; among the key qualifications listed was our Corporate Department’s experience in handling “major transactions for mid-market companies and middle market deals for major companies.”

Gibbons Corporate Department attorneys provide multifaceted, practical corporate and transactional representation to many domestic and international business and finance clients in complex to routine matters covering all aspects of corporate law. In addition to our market practice areas, we have targeted corporate sub-practices geared to a continually evolving legal marketplace, with business clients requiring value-added, focused services to meet their changing business needs. Our entrepreneurial approach has a highly successful track record in recognizing and meeting emerging market demands.

Our Corporate Clients

We represent a broad range of business-oriented entities, groups, and organizations, including:

    • Acquiring entities and selling companies and their shareholders and other stakeholders
    • Private equity groups, institutional and pension fund investors, hedge funds, holding companies, and real estate investment groups, as both active and passive investors
    • Closely held and family businesses
    • Service organizations, manufacturers, distribution businesses, transportation companies, and retail chains
    • Financial institutions
    • Governmental entities, including state, county, and local authorities
    • Limited liability companies and other alternative business entities
    • Mid-market companies, as well as Fortune 1000 companies in mid-market transactions
    • Partnerships and operating companies
    • Passive investors in various investment vehicles, including private equity, hedge funds, and real estate investment trusts
    • Public corporations
    • Real estate development, investment, and management companies
    • Entrepreneurs and startup businesses
    • Technology companies, such as biotechnology and telecommunications
    • Pharmaceutical companies and related businesses
    • Healthcare providers and healthcare management and financial services companies

Our Corporate Advice

We advise and represent our clients with respect to:

    • Asset and stock purchases and sales
    • Mergers and acquisitions, including sales and purchases of businesses, business division divestitures, and business related transactions
    • Debt, including senior, subordinated, and mezzanine
    • Equity investments, including private offerings, downrounds, and PIPEs (private investment in public entities)
    • Private equity and venture capital funds
    • Debt financings, including asset based and cashflow lending transactions; financing alternative analysis
    • Choice of entity analysis, formation and organization of new businesses, capitalization, related requirements
    • Investor services
    • Executive compensation
    • Leasing – planning, financing, structuring, etc.
    • Special projects, such as refinancings and recapitalizations
    • Corporate real estate transactions
    • Tax-related structures
    • Defense and prosecution of business claims, disputes, and litigation
    • Labor and employment issues
    • For-profit and nonprofit entities
    • Securities and commodities laws, including public and private offerings, capital market regulations, and compliance
    • Shareholder agreements, buy-sell, cross-purchase, and other succession planning
    • Business agreements, supply, outsourcing, tolling, strategic alliances, and all other supply management/logistics-related structures and transactions
    • Insurance
    • Cybersecurity and e-commerce matters
    • Derivative and swaps registrations and documentation
    • All day-to-day business legal needs

Areas of Focus

Business Transactions, Including M&A

We advise and represent clients ranging from mid-sized and early stage to larger multinationals, as well as investment firms, both privately and publicly owned, in many types and sizes of transactions, including: mergers, acquisitions, divestitures, spin-offs, corporate recapitalizations, restructurings, and reorganizations; alternative entities (partnerships, limited liability companies, business trusts, etc.); joint ventures and employment, licensing, and other corporate arrangements; private and public placements of debt and equity securities; private equity investments; initial public offerings; domestic and cross-border tax-advantaged transactions; and project finance.

Capital Markets

The Gibbons Corporate Department is very active in the capital markets, representing and advising clients in many aspects of financial structurings and capital raising. These activities encompass legal work in numerous focus areas.

Corporate Governance

We regularly advise business clients on a wide range of governance issues, advising boards of directors, managers, officers, shareholders, and stakeholders. We review and maintain books and records to facilitate compliance and risk reduction. Our attorneys include former General Counsel and Chief Compliance Officers who can offer direct experience for implementing state-of-the-art compliance and risk management programs. We handle a full range of corporate investigations.

Cross-Border Transactions

The Cross-Border Transactions Team at Gibbons provides corporate and transactional services to international public and private clients seeking to make acquisitions, strategic alliances, joint ventures, or investments in the United States, as well as to U.S. public and private clients seeking to make such investments in international markets. The Cross-Border Transactions Team offers a host of unique benefits and services in various focus areas.

Distressed Situations

The Gibbons Corporate Department established the Distressed Situations Team to advise clients in distressed or opportunistic situations. The Team utilizes our broad experience to provide our clients with effective and efficient legal advice. We carefully balance the need to provide the highest level of time-critical legal advice with client economics by assigning appropriately experienced attorneys to a given matter to maximize value for our clients.

Early-Stage Businesses

Early-stage businesses, whether in start-up, capital-raising, growth, and/or emerging company/emerging growth mode – and whether in technology, biotech, or another dynamic field – promise exciting opportunities for their entire communities of founders, principals, employees, investors, and business partners, as they also face challenges and risks to realize their goals.

Executive Compensation

The Executive Compensation practice at Gibbons handles the full range of issues related to employment agreements and compensation packages for executives.

Financial Transactions

We represent borrowers and lenders in a broad range of financing transactions, including long- and short-term traditional working capital, asset-based credit facilities, bridge loans and acquisition financings, secured/unsecured, leveraged leasing, syndications, and participations, handling all aspects from negotiation and documentation to closing. We also introduce our valued clients to our many traditional and non-traditional lending, financing, and funding sources and relationships.

General Corporate Services

We are a full-service business practice for all business entities, structures, and organizations, public and private, handling all significant as well as day-to-day matters and issues. Our focus is value added, cost effective, responsive, and practical advice. For example, on a day-in-day-out basis, we provide our clients with commercial contract review, advice, drafting, negotiation, and execution in the areas of manufacturing, outsourcing, supply, distribution, service, employment, technology, and licensing.

Governmental Transaction/Public-Private Partnerships (P3)

Budget constrained or stressed governments throughout the United States are privatizing or otherwise contracting out certain non-core services and activities, in order to improve efficiencies, increase revenue, and improve budgets and balance sheets. In response to this rapidly emerging trend, Gibbons assembled a leading, full-service Public-Private Partnerships (P3) Team by combining key proficiencies and the varied experience of attorneys throughout the firm’s many practice areas. Our P3 Team has significant experience creating mutually beneficial relationships between public and private entities. For example, we worked with the state of New Jersey in the creation of four separate, historic public-private partnerships. In each case, the state, which had been running operations (e.g., lottery, horse racing, and related gaming, sports, and entertainment facilities) in its role as a nonprofit/governmental entity, decided, for various reasons, to outsource certain management operations; in each case, Gibbons served as lead outside counsel to advise the state in the process and with the structure.

Healthcare

Gibbons has a deep and varied background in healthcare. The mission of the Healthcare Team is to represent leaders in the healthcare sector in connection with their sophisticated and complex legal issues and transactions, helping them meet the challenges of the changing healthcare delivery system. The attorneys on the Gibbons Healthcare Team are widely recognized for their exceptional talents, skills, and insight and are deeply involved in healthcare issues on a broader scale.

Investment Banking Advisory Service

Identifying and selecting an appropriate investment banker – then utilizing the investment banker’s services effectively throughout the process of selling or buying a business or raising capital – can be the critical factor to realizing a successful closing of a transaction. In order to select an appropriate investment banker, the business owner should utilize meaningful experience and relationships in the investment banking industry. Many Gibbons attorneys have served during their careers as business owners, CEOs, and/or investment bankers/intermediaries. We have extensive experience and relationships across the investment banking industry, from the smaller focused boutiques, to the middle market, to the larger “bulge brackets,” encompassing transactions from $10 million to over $250 million in deal value.

Private Equity

The Private Equity practice at Gibbons is among the nation’s busiest. In its annual rankings of the country’s most active law firms in the private equity arena, Dow Jones Private Equity Analyst, the premier industry publication, ranked Gibbons among the top 100 U.S. firms for six consecutive years, for both number of deals completed and number of funds with final closing. Gibbons was the only New Jersey-headquartered law firm to appear on both lists each year. We have a leading national practice representing public and private pension funds, institutional investors, commercial and investment banks, funds-of-funds, foundations, universities, insurance companies, family offices, and high net worth investors with their investments in private investment funds.

Public Finance

The growth of the Gibbons Public Finance practice, especially in the last few years, has increased substantially due to a significant commitment by the firm in terms of quality personnel and an aggressive business development plan focused on providing personal, responsive service at reasonable fees to both issuers and underwriters. In each of these representations, we pride ourselves not only on our handling of documentation but on being valued members of a larger team, helping to strategize creative financing techniques, timing, structure of the issuance, and other matters, in order to best achieve our client’s goals as efficiently and cost effectively as possible.

Securities and Commodities Laws, Capital Raising, and Compliance

The Gibbons Corporate Department guides both issuer and investment firms clients, including broker-dealers, investment advisers, and commodities brokers, through private placements and public offerings of debt and equity securities; initial and secondary public offerings; private equity investments; tender offers; and other regulatory matters under the Securities Act, Investment Company Act, Investment Advisers Act, Securities Exchange Act, Commodity Exchange Act, and state laws and regulations. We serve as counsel and “special counsel” in internal investigations, government proceedings, and other matters before the DOJ, SEC, CFTC, FINRA, NFA, NASDAQ, and state attorneys general. We also counsel clients on federal and state securities and commodities law disclosure and compliance, including periodic reporting and filings, insider trading compliance, the Sarbanes-Oxley Act of 2002, Dodd-Frank Act, JOBS Act, public disclosure obligations, and preparation and filing of registration statements and proxies. Our attorneys represent foreign issuers and investment firms in U.S. markets and U.S. issuers and investment firms in foreign markets. We counsel securities and commodities industry participants on registrations, personnel licensing, regulatory reporting, compliance, cybersecurity, privacy, and other matters.

Solar Energy Finance

Successfully funding, constructing, and operating energy projects, particularly solar and other renewable energy projects, is an increasingly dynamic, complex, and difficult process involving many different stakeholders. Solar power stands out as an industry that has moved well beyond the “infancy stage” and into its current position as a practical, profitable option for many businesses. Technological advancements and public policy have helped drive this success; however, as incentives have grown increasingly complex, with some multiplying and others contracting, businesses may fail to take full advantage of opportunities to maximize the return on their solar energy investments. Gibbons leverages our many years of experience across multiple practice groups and disciplines, as well as our deep relationships in the business, banking, and government communities, to help our clients structure, finance, and close these complicated transactions, and to provide a quality “cradle to grave” service to developers, investors, end-users, and other industry participants.

Supply Chain

The importance of the supply chain to business enterprises and the complexity of supply chain relationships have increased dramatically in recent years. In response, Gibbons has formed a team of approximately 20 attorneys from various practice areas who have significant experience across the supply chain, along with diverse perspectives on, and valuable understanding of, critical legal issues and nuances in connection with the supply chain. The firm’s interdisciplinary Supply Chain Team represents numerous clients from North America, Europe, Asia, and South America. By staying well informed of supply chain trends and market developments, we can combine comprehensive knowledge of our clients’ ventures with always-current insight into the supply chain business environment to provide practical, perceptive advice.

Tax

The Tax Team at Gibbons handles a wide range of business and personal federal, state, and local tax matters. We have extensive experience dealing with tax issues that arise in such corporate transactions as mergers and acquisitions, divestitures, restructurings, and spinoffs. The Team regularly advises owners and operators of mature businesses, start-up ventures, closely held corporations, and partnerships on the structuring of business enterprises through the utilization of limited liability companies, limited liability partnerships, S corporations, and C corporations, partnerships, and joint ventures.

Trusts & Estates

The Gibbons Trusts & Estates Team works extensively in both the estate planning and estate and trust administration areas. Our estate planning practice, including family business succession planning, involves formulating clients’ estate plans at both the federal and state levels and implementing such plans through the drafting of wills and trusts and such other documents as family limited partnerships, qualified personal residence trusts, grantor retained annuity trusts, charitable trusts, and private foundations. In addition to creating or analyzing estate plans with a view towards minimizing or eliminating the federal and state estate and inheritance taxes, as well as the federal generation-skipping transfer tax, we review various estate planning techniques, including lifetime gifting, retirement benefits planning, and asset protection. Our trust and estate administration practice involves the probate of wills; preparation and filing of both state and federal income, gift, estate, and generation-skipping transfer tax returns; preparation and settlement of executor and trustee accounts; and trust and estate litigation.

Venture Capital and Emerging Companies

Emerging companies, particularly those in technology, promise exciting opportunities not just for themselves but for the investors providing their capital. Gibbons clients include venture capital firms and other private equity investors, as well as venture-backed businesses in areas such as biotech, life sciences, sustainable/”green” tech, telecommunications, and information.