Corporate

Overview

These are challenging times for public companies and their officers and directors. The recent wave of accounting scandals has soured the public on corporate ethics and spurred Congress to act decisively. The Sarbanes-Oxley Act of 2002 is the most comprehensive legislation in securities regulation in over 50 years and will profoundly affect the field of corporate governance in the future.

Mergers and Acquisitions

Arent Fox has been involved in billions of dollars of mergers and acquisitions, representing buyers and sellers of businesses, investment banks, financial advisers and other participants. Our experience spans numerous industries, and our clients range from some of the world’s largest companies in such industries as communications, health care and hospitality, to small start-up technology ventures.

Examples of mergers and acquisitions in recent years include:

• District Photo’s acquisition of Snapfish.com
• Nextel Communications’ purchase of Boost Mobile
• 501SG’s acquisition of principal interests in the Tampa Bay Devil Rays
• Fresenius Medical Care’s acquisition of Everest Healthcare Services
• Outokumpu’s purchase of IGC Advance Superconductor
• Crimson Tech’s sale to Univision's Communications Group
• TNS’s purchase of Synapse from US Wireless Data
• Total Energy Leasing Corporation’s sale to EnergyWorks.

Corporate Finance (Public and Private Equity and Debt Offerings)

Arent Fox represents seasoned issuers, emerging companies, underwriters and venture capitalists in public offerings and private placements of debt and equity, as well as counseling credit providers and borrowers in traditional lines of credit, receivables and other asset-backed financings. Examples of public and private equity offerings in recent years include:

• TNS’s initial public offering
• Washington Real Estate Investment Trust’s public offering of common and preferred shares
• Silver Diner’s going private transaction
• the private placement of securities by RLJ Basketball, Cricket Cola, PHC, Ecutel, Internosis and numerous other issuers.

We negotiate credit facilities of more than $100 million for numerous clients each year. Recent examples include: Choice Hotels International, Stanley Martin Companies and Washington Sports & Entertainment.

Securities Regulation and Compliance

Arent Fox provides advice to companies and their officers, boards of directors, board committees and individual directors in creating and maintaining corporate compliance and governance programs, conducting internal investigations and responding to allegations of criminal and civil misconduct.  Some of our services include:

• Providing advice on new and expanded corporate governance and disclosure-related obligations under the Sarbanes-Oxley Act and applicable stock exchange rules.
• Preparing, revising and updating governance and compliance materials, including bylaws, committee charters, codes of ethics and compliance policies.
• Acting as independent counsel to board committees, compliance officers and internal auditors.
• Conducting internal investigations for boards, board committees and general counsel.
• Reviewing terms of directors’ and officers’ liability insurance coverage.

Examples of corporate governance and compliance matters include:

• Assisting the audit committee of a New York Stock Exchange-listed company in preparing for compliance with the Sarbanes-Oxley Act and NYSE listing rules.
• Assisting a nationally recognized pension plan administrator in complying with the pension fund blackout period provisions of Sarbanes-Oxley.
• Establishing a legal compliance program for a major construction company.
• Assisting with Foreign Corrupt Practices Act issues in a joint venture energy project.

Joint Ventures, Strategic Alliances and Commercial Distribution

Arent Fox structures and negotiates joint ventures and strategic alliances and offers advice on distribution, license and supply agreements. We work closely with lawyers in our tax, intellectual property and customs practices to provide an integrated approach to address clients’ commercial needs.

We have recently formed joint ventures and negotiated related commercial agreements for suppliers and manufacturers in industries such as shoes and clothing (Campers, Diesel), superconductor wire (Outokumpu), automotive components (INA), thin film materials (Heraeus) and telecommunications (Nextel).

International Transactions

Arent Fox has long been a leader in cross-border business transactions. Recent transactions include representing Latin Power Investment Funds in acquiring and financing electric generation facilities in Latin America and the Caribbean; US Overseas Private Investment Corporation in financing banking institutions in Asia; and the Bank of Scotland in financing multi-jurisdictional acquisitions in the manufacturing sector. 

Technology Transactions

Arent Fox negotiates industry-leading arrangements and advises clients on every major technology innovation used for monetizing content and heightening brand awareness, including application service platforms, search technology, video and audio streaming and mobile download content licensing and syndication.

Examples of transactions completed in recent years include:

• Representing America Online in several transactions with Google
• Advising Discovery on several transactions on its distribution and marketing agreements and application platform
• Representing America Online on an interactive media rights agreement with the National Football League, CBS Broadcasting and Sportsline
• Representing Discovery Communications on the distribution of video content to MSN Video and other broadband portals.

Brand, License and Franchise Transactions

Arent Fox represents companies primarily involved in licensing their applicable brands and other valuable intellectual property assets.  Some of our services include:

• Advising clients in establishing and maintaining licensing programs.
• Drafting and negotiating license agreements involving joint development, marketing and distribution.
• Selling and acquiring brand assets.
• Restructuring licensing relationships with existing licensees.
• Resolving disputes with licensees and other parties.

In the past year, Arent Fox completed more than a half-billion dollars of franchise transactions with Marriott International.