Corporate & Securities

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Hodgson Russ’s Corporate & Securities Practice Group advises on the full range of U.S. legal issues involved in domestic and international business operations. Whether guiding clients through major acquisitions and complex securities transactions or counseling on day-to-day compliance and business matters, we provide the high-quality, sophisticated legal services trusted by many of the most prominent companies in the business community.

Our team handles the diverse and often complex legal needs of clients ranging from emerging start-ups and family businesses to market-leading corporations in many industry sectors. We have extensive experience assisting Fortune 1000 companies with their legal needs — in fact, based on recent listings, we have represented 48 percent of the companies named in the Fortune 100 and 31 percent of those on the Fortune 500 list.

And to provide greater value and higher-quality service for all of our clients, we combine experienced, innovative legal representation with a commitment to understanding each client’s operations, the business environment in which they operate, their unique culture, and their short- and long-term goals.

With prestigious Best Law Firms Metropolitan Tier 1 rankings awarded by Best Lawyers/U.S. News & World Report in the Corporate category, the Mergers & Acquisitions category, and Antitrust category, we aim to provide creative, insightful, and — most importantly — effective solutions that help our clients achieve their objectives while minimizing risk.

Capital Markets and Securities

We provide comprehensive U.S. securities law advice for issuers, investors, and financial institutions in the full range of capital-raising and recapitalization transactions. Our securities-focused attorneys help guide clients through U.S. federal and state registration of public securities offerings, including both initial public offerings (IPOs) and secondary offerings; private placements and exempt securities offerings; venture capital financings; institutional debt and equity financings; restricted stock transfers; stock exchange and NASDAQ listings; tender offers and going-private transactions; and mergers, acquisitions, exchange offers, and leveraged buyouts.

We regularly advise on the full range of securities issues, including Securities Exchange Act of 1934 registration, compliance, disclosure, and reporting; governance issues under the Sarbanes-Oxley Act; insider trading issues; federal and state regulations (including state securities and “blue-sky” laws); underwriting agreements, placement agreements, and fairness opinions; proxy statements and proxy solicitations; corporate governance and anti-takeover matters; and stock option and other stock-based employee benefit plans.

Mergers and Acquisitions

Our attorneys routinely represent clients in mergers, acquisitions, sales and divestitures, dispositions of securities and corporate assets, and other types of reorganizations. We also have experience in substantial transactions involving industrial development, leveraged leases, negotiated and hostile takeovers, leveraged buyouts, management buyouts, spin-offs, going-private transactions, redemptions, recapitalizations, secured and unsecured lending, Eurodollar financings, and interest rate swaps.

Cross-Border Business and International Trade

We provide U.S. legal advice that is precisely calibrated for the particular needs of cross-border businesses in connection with capital markets, mergers and acquisitions, business expansion, and general business concerns. We structure and negotiate cross-border financing transactions, incorporate and structure U.S. subsidiaries, advise issuers in cross-border securities offerings, counsel on registration and compliance with the Securities and Exchange Act, advise on technology transfers and joint ventures, and provide other legal services critical to success in the United States.

Our attorneys provide experienced U.S. legal representation for clients across the globe, including foreign-based clients with business dealings in the United States and domestic companies and investors doing business in other countries. We also advise clients on matters concerning Export Administration Regulations, including classifications and restrictions for the export of products worldwide.

• Hodgson Russ has counseled Canadian businesses, individuals, and their law firms for more than 50 years, and we are one of only a small number of U.S.-based law firms with a Toronto office. Attorneys in our U.S. offices work closely with their Toronto colleagues to provide Canadian clients with a legal team focused on helping them establish, maintain, and expand their presence in the U.S. market.
• With two French-born partners practicing in our New York office, Hodgson Russ has extensive knowledge of the cultural and legal systems that affect business in Europe, with special emphasis on the French market. We provide comprehensive legal services to help companies based in France and elsewhere in Europe initiate and strengthen their presence in the U.S. market. Our attorneys assist French clients from a wide range of industries, including pharmaceuticals and life sciences, renewable energy, hospitality, retail, technology, and other sectors.
• Our firm also regularly represents Asia-based companies in a number of areas, including raising capital and listing in the United States. We also counsel U.S.-based clients on the legal issues involved with entering and developing new markets for their goods and services in Asia.
• We also leverage our relationship with an extensive network of foreign law firms to serve as an intermediary for U.S. clients with a wide variety of international legal concerns.

Antitrust

Our attorneys consult with and represent clients on antitrust issues in a variety of contexts, including mergers and acquisitions affecting the markets for goods, governmental proceedings, and civil litigation. The many aspects of antitrust law on which we advise our clients include pricing, relations with distributors, vertical restraints, contacts with competitors, dual distributors, Hart-Scott-Rodino compliance (including “second requests”), and trade regulations. We also counsel clients on corporate sentencing guidelines applicable to federal criminal violations ranging from antitrust and environmental actions to fraud cases.

Investment Management, Private Equity, and Venture Capital

We represent the principals, management, and sponsors in organizing and offering private equity funds, including venture capital funds, hedge funds, and other investment pools, and in maintaining fund compliance with Investment Company Act and Investment Advisers Act regulatory regimes. Our team also counsels registered investment advisory firms, individual investment advisers, and broker-dealers in connection with securities registration and compliance issues. We represent a number of venture capital firms on an ongoing basis and regularly represent issuers in negotiating venture capital investments.

General Business and Compliance Counseling

We advise clients in connection with all aspects of business, including the formation of businesses and their ownership and management structures; ongoing operations and expansion; franchise and distribution matters; negotiation of contracts, licenses, and other business agreements; corporate governance; and the purchase and sale of businesses.

Our attorneys counsel companies on the full spectrum of commercial, financial, tax, and regulatory issues affecting business entities, including industry-specific issues and regulations.