Corporate

Getting results as experienced business counselors

When Jeffer Mangels Butler & Mitchell received the Los Angeles Business Journal's first “Excellence in Business Award for Entrepreneurship,” which recognized our ability to solve complex business issues, it confirmed our commitment to helping business clients achieve their goals. Large publicly traded corporations, emerging entrepreneurial businesses and growing middle-market companies all rely on our corporate lawyers to serve as business counselors and help them with a full range of financing, transactional and operational issues.

We often serve as outside general counsel for smaller and mid-size companies, providing guidance on all legal matters. However, we also work in close collaboration with the in-house legal departments of large organizations. Especially for companies with revenues between $25 million and $2 billion – the heart of the middle market – we have all the resources to get the job done with economy and efficiency.

Our corporate group brings a practical business emphasis to clients’ issues. Our lawyers have diverse, hands-on experience that ranges from serving as president of a financial institution to an engineer for an oil and gas company, to acting as a licensed real estate broker. We know that any deal or contract may have 100 points at issue, but we quickly recognize the 15 that are most important and typically use just one or two seasoned lawyers to address the most pressing issues. In doing so, JMBM delivers the efficiency prized by the middle market.

Commercial finance

Our corporate lawyers are adept at constructing commercial finance deals for middle market companies. We quickly grasp the basics of a transaction and proactively identify issues, which leads to the most cost-effective result. JMBM gets the best outcome by working with lenders, issuers, underwriters, credit enhancers and servicers on complex, innovative transactions, as well as routine financings where controlling cost is essential.

Corporate lawyers at JMBM help companies from a wide range of industries secure on and off-balance sheet loans, recapitalizations and various credit facilities. We work with each client to define the best financing options among revolving or term loans, syndicated financings and letters of credit. Having sat on both sides of the negotiating table, our lawyers have a clear understanding of how to protect the lender’s interests within a borrower’s comfort level.

Business combinations

We represent buyers and sellers in a wide variety of mergers, acquisitions and divestitures. Our lawyers provide start-to-finish assistance with the structuring, negotiation, documentation and closing of deals, using the firm’s full resources for everything from due diligence to creating tax-efficient deal structures.

We provide multi-disciplinary advice for handling all aspects of a transaction—from advice on financing and antitrust approval to structuring employee benefits and non-compete agreements in the acquired entity. Clients get all the help they need to negotiate and prepare letters of intent, conduct due diligence investigations, structure lending agreements and form special-purpose entities for completing the transaction. Whether the buyer or seller is a multinational corporation, a private equity fund, a financial services investor, or a publicly or privately owned business entity, we own the outcome from start to finish.

Securities transactions

JMBM represents small, medium and large public and private companies in securities and venture capital matters. We also advise investment banks, venture capitalists and other investors in securities transactions. This experience with both issuers and investors gives us a both-sides-of-the-table perspective that helps us create solutions for clients, rather than just identify problems.

We are prepared to take a lead role in:

  • Public and private offerings of debt and equity, including IPOs, rights offerings, secondary offerings, venture capital financings, PIPEs and Rule 144A offerings
  • Leveraged recapitalization and going private transactions
  • Securities law compliance and reporting, including Sarbanes-Oxley compliance and related corporate governance matters
  • Buy-sell agreements, franchise and licensing agreements, partnership and limited liability company agreements

Commercial contracts

JMBM corporate lawyers understand commercial contract arrangements in a wide range of businesses and industries, and know how the Uniform Commercial Code (UCC) and other contractual rules apply to them.

Clients rely on us to maximize their advantage and make deals more profitable because we excel at anticipating and resolving due diligence issues during negotiation. That includes skilled preparation and vigorous enforcement of:

  • Agency agreements
  • Alliance and collaboration agreements
  • Consulting arrangements
  • Customer service agreements
  • Manufacturing contracts
  • Sales representation contracts
  • Supply contracts
  • Warranties

When fraud and misrepresentation create contract problems, we identify appropriate responses and remedies. Whether the issue is inaccurate disclosure of financial information, negotiation of terms in bad faith, or infringement of intellectual property rights, we pursue the full range of remedies available—from resolution under the UCC to pursuit of tort claims through litigation.

Emerging companies

Our lawyers often serve as corporate counsel to newly formed and high-growth companies, handling all the details of organization, finance and governance. We take entrepreneurs through the entire process of writing business plans, introduce them to seasoned investors and steer them toward successful growth strategies—including IPOs and business combinations with established companies.

We often help emerging companies find qualified sources of investment banking services and advise on initial or secondary offerings. At later growth stages we help our clients with acquisitions and mergers, tender offers, leveraged buy-outs and the complex securities, corporate finance and tax issues these transactions involve.

Industry teams

One of the primary reasons that our corporate practices is able to deliver premier services efficiently is our deployment of multi-disciplinary teams that bring focused, in-depth understanding to clients in more than a dozen industry specialty areas. JMBM corporate lawyers bring their contract, transaction and financing experience to each industry team, and work in collaboration with lawyers from the firm’s practices in tax, litigation, regulatory and many other areas. The result is seamless service for any need, brought to bear only as those needs arise.

These are just a few examples of the work our industry teams do:

  • Building materials: We advise materials suppliers (including sand, gravel and cement companies) and manufacturers, as well as contractors and other industry players, on their integrated corporate, regulatory and dispute resolution issues.
  • Entertainment: From negotiating more than $1 billion in financing for production of a motion picture to handling contractual and distribution arrangements, we advise production companies and studios, as well as their investors.
  • Financial and investment services: We combine a traditional broker-dealer and investment advisor practice with a focus on facilitating the joint distribution of multiple financial and professional services as clients expand into investment advisory, insurance and loan activity.
  • Motor vehicles: Motor vehicle manufacturers and distributors throughout the U.S. rely on us for help with dealer and franchising matters, business transactions (such as licensing and promotion agreements) and supply contracts.
  • Renewable Energy: JMBM represents companies engaged in renewable energy projects in a full range of issues including equity & debt financing, joint venture formation and financing, project finance, purchase and sale, SEC registration and compliance, insurance, carbon sequestration, commercial contracts, licensing agreements, technology agreements, distribution agreements, company structure and corporate governance.
  • Sports: With the largest sports law practice on the West Coast, JMBM represents owners, teams, leagues and sponsors in acquisition and sale transactions, contract negotiations, and sponsorship and naming rights agreements.

Property redevelopment

One of our most specialized areas of industry counsel is property reclamation. We have a special focus on properties involved in rock, sand and gravel quarry operations, as well as aggregate mining.

Our work in this area is transaction-oriented—aimed at positioning properties for useful second lives once their original production activity is complete. If you own such land, you can rely on us to help you with everything from securing permits and approvals to identifying sources of public and private development financing.

Successes

  • JMBM Announces 2013 M&A and Financing Transactions 2013 M&A and Financing Transactions On behalf of business owners, buyers and investors, the transactional lawyers at Jeffer Mangels Butler & Mitchell LLP (JMBM) regularly handle acquisitions, sales, growth equity financings and other financing transactions. Below are some of the ways that we have helped our clients close deals in 2013. Please contact us if we can […]
  • Investment in Commercial Solar Panel Manufacturer Jeffer Mangels Butler & Mitchell LLP (JMBM), one of California's prominent full-service law firms, announced that its Corporate, Tax and Intellectual Property lawyers assisted its client in an investment in a privately held commercial solar panel manufacturer. The JMBM legal team was led by Joel J. Berman. About JMBM's Corporate Group JMBM's Corporate lawyers represent […]
  • For Kitson Stores: JMBM represents Kitson in $15 million financing Jeffer Mangels Butler & Mitchell LLP represented Kitson Stores in its recent $15 million secured credit facility provided by Salus Partners LLC. The financing will be used to provide working capital for general corporate purposes and to refinance existing debt. Attorneys on the JMBM team included Joel Berman and Jeff Sultan. About JMBM's Corporate Group […]
  • JMBM Announces 2012 M&A and Financing Transactions 2012 M&A and Financing Transactions On behalf of operating companies, acquirors and investors, the corporate transactional lawyers at Jeffer Mangels Butler & Mitchell LLP (JMBM) successfully handle numerous acquisitions, sales, growth equity financings and a variety of other deals. Below are some of the ways that we have helped our clients close deals in 2012. Please contact […]
  • For Penske Media Corporation (PMC): JMBM Represents PMC in Acquisition of Variety and Related Assets from Reed Elsevier For Penske Media Corporation (PMC): JMBM Represents PMC in Acquisition of Variety and Related Assets from Reed Elsevier  Jeffer Mangels Butler & Mitchell LLP (JMBM) is pleased to have represented long-time client Penske Media Corporation (PMC) in the successful acquisition of the legendary entertainment industry trade publication Variety, from Reed Elsevier.  JMBM also assisted PMC with […]
  • JMBM Announces 2011 M&A and Financing Transactions 2011 M&A and Financing Transactions As the economy and deal-making environment continue to improve, the experienced transactional attorneys at Jeffer Mangels Butler & Mitchell LLP (JMBM) have continued to successfully close acquisitions, divestitures, growth equity financings and other transactions for a variety of operating companies, acquirers and investors Below are some of the ways that […]
  • For DTT Surveillance: JMBM Serves as Counsel for DTT Surveillance in Leveraged Recapitalization Transaction For DTT Surveillance: JMBM Represents DTT Surveillance in Recapitalization Sponsored by BV Investment Partners Jeffer Mangels Butler & Mitchell LLP (JMBM) is pleased to announce the successful completion of the leveraged recapitalization of its client, DTT Surveillance (DTT), in a sale of control transaction that was sponsored by BV Investment Partners. JMBM partner Michael Steuch […]
  • For NAXOS Capital Partners: JMBM Represents NAXOS in $58.7 Million Private Placement For NAXOS Capital Partners: JMBM Represents NAXOS in $58.7 Million Private Placement Jeffer Mangels Butler & Mitchell LLP (JMBM) is pleased to announce that its client, NAXOS Capital Partners, was the lead investor in a $58.7 million private placement by Amyris, Inc. (NASDAQ: AMRS), a leading renewable chemicals and fuels company. Co-investors include prominent private […]
  • For WASH Multifamily Laundry Systems, LLC: JMBM Represents Client in Acquisition of Automatic Apartment Laundries, Inc. JMBM Client WASH Multifamily Laundry Systems, LLC Expands Into Five Midwestern States California law firm Jeffer Mangels Butler and Mitchell LLP represented long-time client WASH Multifamily Laundry Systems, LLC in the acquisition of Automatic Apartment Laundries, Inc., one of the largest laundry route companies in the Midwest. JMBM's team included Rob Steinberg and Neill Brower. This is […]
  • For Night Optics USA: JMBM serves as transaction counsel in sale to Bushnell, Inc. Jeffer Mangels Butler & Mitchell LLP (JMBM) served as transaction counsel for Night Optics USA, Inc. and its shareholders in the sale of their company to Bushnell, Inc. Bushnell, with international sales of sports optics, premium eyewear and outdoor accessories, is owned by MidOcean Partners, a nationally recognized middle-market private equity fund. The transaction closed […]
  • JMBM Announces 2010 M&A and Financing Transactions 2010 M&A and Financing Transactions As the economy improves and the deal-making environment rebounds, the experienced attorneys at Jeffer Mangels Butler & Mitchell LLP have continued to successfully close significant M&A and Financing transactions for a variety of operating companies, acquirors and investors. Below are some of the ways that we helped our clients close […]
  • For NAXOS Capital Partners: Series C Financing of Renewable Sciences Company For NAXOS Capital Partners: Series C Financing of Renewable Sciences Company Jeffer Mangels Butler & Mitchell LLP (JMBM) represented the lead investor, NAXOS Capital Partners, in the recent $100 million Series C financing of Elevance Renewable Sciences Inc. NAXOS Capital Partners is a Luxembourg-based private equity group focused on acquiring and developing businesses with unique […]
  • JMBM Announces 2009 M&A and Financing Transactions Even during challenging economic times, the experienced attorneys at Jeffer Mangels Butler & Mitchell LLP have been successfully closing significant M&A and Financing transactions for a variety of operating companies and capital providers. Below are some of the ways we helped our clients successfully complete transactions in 2009 — please contact us if we can […]
  • For Key Brand Entertainment: JMBM Client Will Acquire Ticketing Division of Hollywood Media Corp. LOS ANGELES – January 11, 2010 – Key Brand Entertainment Inc. (KBE) has announced that it has entered into a definitive agreement to acquire the Broadway ticketing division of Hollywood Media Corp. (Nasdaq: HOLL), which includes Broadway.com. KBE's Executive Vice President and General Counsel, David Stern, said the transaction will be completed early this year. […]
  • JMBM M&A and Financing Transactions On behalf of business owners, buyers and investors, the transactional lawyers at Jeffer Mangels Butler & Mitchell LLP (JMBM) regularly handle acquisitions, sales, growth equity financings and other financing transactions. Below are some of the ways that we have helped our clients close deals. Please contact us if we can help with your M&A, Corporate Finance and/or […]