Practice Leader: Frederick M. Lowther
Dickstein Shapiro is a leader in providing sophisticated legal services to business entities of all types, including financial institutions and individuals. The Firm’s Corporate & Finance Practice is international in scope and involves representation of some of the world’s largest corporations, commercial banks, investment banks, and venture capital firms. The Practice ranges from small, traditional transactions to large, highly complex transactions and provides a full range of corporate, finance, and transactional legal services to its clients. To best meet all the needs and objectives of its clients, the Corporate & Finance Practice offers the complete resources of the Firm for problem solving and transaction implementation. Regardless of the transaction or the client, Dickstein Shapiro brings to the table its reputation as an innovative, effective, and efficient law firm.
Dickstein Shapiro’s Corporate & Finance Practice has a well-established record of successful representation of clients in the field of mergers and acquisitions. The Firm represents domestic and international clients in the public and private sectors in a full array of negotiated and hostile merger and acquisition transactions, including mergers and consolidations, stock or asset acquisitions and dispositions, divestitures, leveraged and management buyouts, strategic alliances, joint ventures, proxy contests, tender offers, transactions involving corporate governance changes, and other cutting-edge transactions. The Firm provides in-depth services to buyers, sellers, investors, strategic partners, hedge funds, venture capital investment funds, shareholder groups, boards of directors, special board committees, and financial advisors in structuring, negotiating, and consummating complex business combinations and other commercial transactions. Attorneys routinely draw upon Dickstein Shapiro’s broad expertise in related areas such as tax, corporate financing, energy, regulatory, intellectual property, commercial and securities litigation, labor and employee benefits, real estate, and executive compensation. This multidisciplinary approach permits the Firm’s clients to achieve their goals and objectives in the most effective manner possible.
The Firm’s Energy Transactions Practice involves the representation of energy companies, lenders, and investors in connection with the acquisition, sale, and financing of energy companies and energy assets; the structuring and development of energy projects; the drafting and negotiating of all types of energy-related contracts; and the obtaining of governmental approvals for the development, construction, operation, and restructuring of energy and other infrastructure projects. The Firm’s practice includes both domestic and international transactions and involves companies and facilities engaged in the generation, transmission, and distribution of electricity; the production, storage, transmission, and distribution of natural gas; the liquefaction, storage, shipment, and regassification of LNG; and the treatment, processing, and desalinization of water for consumption and cooling.
Dickstein Shapiro’s Entertainment Practice has a wealth of experience in meeting the needs of clients throughout the entertainment industry. Areas of focus include the financing, development, production, acquisition and sale, licensing, and distribution of theatrical motion pictures, television programs, and other video content; complex package financing and rights agreements; talent services deals; copyright, trademark, and patent counseling; and mergers and acquisitions transactions in the entertainment industry.
In connection with Dickstein Shapiro’s Securities Practice, the Firm represents issuers, underwriters, institutional investors, placement agents, securities firms, finance and leasing companies, investment companies, insurance companies, and various other commercial enterprises in their U.S. and international financing activities involving a broad range of public and private securities transactions. Attorneys regularly advise clients in connection with equity and debt financings, including initial public offerings; PIPEs; convertible, exchangeable, and variable-rate debt and preferred stock offerings; and offerings involving senior and subordinated debt and equity hybrids. In addition to preparation and negotiation of securities purchase agreements, underwriting/placement agreements, disclosure and related offering documents, U.S. Securities and Exchange Commission (SEC) and FINRA filings, and listing applications, the Corporate & Finance Practice’s attorneys often are engaged in addressing significant SEC and FINRA issues with regulators and representatives of NYSE, AMEX, and Nasdaq.
The experience of the Firm’s Communications Practice attorneys is reflected in the wide range of clients they represent. Clients include broadcasters, Internet providers and operators, traditional telecommunications companies, and new wireless mobile communications companies. The Firm assists clients with sales and acquisitions; negotiation of venture and equity funding, licensing agreements, and other contracts; prosecution of applications and participation in rulemaking proceedings before the Federal Communications Commission; representation before Congress in the development of legislation; litigation before federal and state courts; and development of strategies for new ventures in emerging industries.
Dickstein Shapiro is experienced in financings related to energy projects and companies. This includes development stage finance, construction and project finance (of single projects as well as project portfolios), lease financings, back-leverage transactions, acquisition financing, and financings for liquidity and other purposes. The Firm’s experience covers the complexities of both domestic and international financings, including working with multilateral lending institutions; managing political, regulatory, and currency risks; and understanding the requirements and limitations of different jurisdictions and legal and regulatory systems. Transactions have involved numerous sources of capital, such as commercial banks, institutional lenders (including term loan B transactions), private equity, tax-exempt bonds, and offerings under Rule 144A and in the public markets (including master limited partnerships and Canadian income trusts). Firm attorneys also have experience with financing and political risk insurance products from multilateral and bilateral lending organizations.
Dickstein Shapiro represents banks, savings and loan associations, venture capital funds, private equity funds, and pension funds on a wide variety of matters. The Firm provides representation with respect to federal and state regulatory issues, commercial credit transactions, government contract financing, real estate transactions (including acquisition, development, construction, and permanent financing, as well as restructuring and foreclosures), federal and state government leasing transactions, and equity and debt financing of start-up ventures. Dickstein Shapiro prides itself on the two-way nature of many of its client relationships, particularly the Firm’s concerted efforts to direct business opportunities to its clients.
Many of the Firm’s clients are foreign entities seeking to do business in the United States or American entities seeking to do business abroad. Dickstein Shapiro attorneys assist these clients with the design and execution of high-profile business transactions and with international project and corporate financing and financial restructurings. The Firm also counsels clients on compliance with rapidly changing U.S. immigration laws and frequently assists businesses with the employment of foreign nationals. The geographic scope of Dickstein Shapiro’s international practice is broad, including Canada, Mexico, the United Kingdom, Ireland, Western Europe, Russia, and the major Pacific Rim countries.
Tax considerations play a pivotal role in virtually every business transaction. Dickstein Shapiro provides tax advice to a variety of public and private companies, tax-exempt organizations, and employee benefit plans. The Firm’s tax attorneys are experienced in resolving issues relating to bankruptcy (on both the creditor and the debtor sides), international taxation and tax treaties, tax legislation and policy, corporate planning, real estate transactions, and federal and state income, excise, gift, and estate tax planning.