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Corporate

Getting results as experienced business counselors

When Jeffer Mangels Butler & Mitchell LLP 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 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.

See examples of some of the deals we have helped our clients close over the years.

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: 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.