Finance & Acquisitions

In recent years, Davis Graham & Stubbs LLP lawyers have handled more than $15 billion in domestic and international mergers and acquisitions transactions, including traditional public and private company mergers, acquisitions, divestitures, spin-offs, and complex joint venture and shareholder arrangements.  We have expertise in structuring all types of transactions for sophisticated companies, from traditional joint ventures to public company mergers.  We represent sellers as well as buyers, management groups, private equity and venture capital funds, institutional lenders, investment banks and special committees of independent directors.

We work closely with tax lawyers to analyze and structure transactions to obtain the optimal tax treatment of the transaction and the go-forward structure of the combined entity.  We bring in the expertise of our real estate, environmental, intellectual property, employee benefits, antitrust, and other specialty lawyers to complete due diligence reviews and analysis and to assist with required regulatory approvals.

Our M&A lawyers also advise widely-held companies on how to structure takeover defenses, including provisions in governing documents, poison pills, and preferred stock plans. We use this experience to provide assistance to potential bidders and targets in hostile transactions, including proxy contests and tender offers.

Private Equity & Venture Capital

DGS has extensive experience representing both investors and issuers in private equity and venture capital transactions. We represent private equity investment firms, buyout firms, venture capital firms, asset management funds, and individual investors in transactions with emerging and established businesses. We also represent issuers in private equity and venture capital transactions as well as recapitalizations and management buyouts.

Our services in the private equity and venture capital arena begin with the preparation of letters of intent and analysis of the tax implications to investors and existing shareholders of various investment structures. We then bring a multidisciplinary approach to a business and legal due diligence review of the issuer’s business to spot any potentially troublesome issues that would need to be addressed. We advise our clients on an appropriate capital structure as well as the securities law implications of the transaction. Finally, we assist our clients in negotiating and documenting the investment and in obtaining necessary shareholder and bank approvals to complete the transaction.

We have extensive experience working with the other professionals employed by investors or issuers, including accountants, investment bankers, and compensation consultants. This approach enables our clients to benefit from in-depth professional advice on a cost-efficient basis.

Public Companies & Securities

DGS counsels NASDAQ, NYSE, Amex, and other public companies on a wide variety of securities and corporate matters. We have represented these companies in a large number of US and cross-border public offerings, including initial public offerings. We also handle a variety of private securities offerings by our public company clients. We work closely with public companies to ensure compliance with their ongoing reporting obligations under the Securities Exchange Act of 1934 and stock exchange rules and handle securities-related aspects of merger and acquisition transactions.

DGS lawyers have successfully counseled many clients through Sarbanes-Oxley and other corporate governance initiatives imposed on US-listed public companies, and are well acquainted with the complex factors that must be evaluated by public company boards, audit committees, and executive officers in this challenging legal environment. Our lawyers also routinely advise public company directors and executive officers regarding their personal liability under the securities laws.

DGS also works with clients to structure and administer stock option and other stock-based compensation plans in compliance with federal and state securities laws. We also have expertise in designing employee benefit plans, including employee stock purchase programs, which adhere to complex regulatory requirements, including requirements imposed by Employee Retirement Income Security Act.

One important area of focus for our clients is compliance with securities regulations specifically targeted at the trading activities of directors, officers and major shareholders. DGS offers significant experience in dealing with the short-swing trading restrictions imposed by Section 16 of the Securities Exchange Act of 1934. In addition, we frequently prepare in consultation with our clients disclosure and insider trading policies that minimize the client’s legal risk while maximizing day-to-day flexibility.

Corporate Governance

DGS has extensive experience representing clients in corporate governance and compliance matters, including board and committee structures, sensitive internal investigations, special committee obligations, and stock exchange, Securities and Exchange Commission, and Public Company Accounting Oversight Board requirements.  We have analyzed existing governance structures, advised companies on internal controls, developed disclosure procedures and policies, drafted board committee charters, codes of conduct, and whistleblower policies, and established internal compliance and training programs.  Our corporate governance practice also encompasses counseling clients on matters involving the Foreign Corrupt Practices Act, antitrust and unfair business practices, environmental and health safety issues, and employee policies and privacy.

Executive Compensation

DGS works with executives and companies to structure attractive compensation packages for key employees. We provide advice on the tax, securities, employment law, accounting, and golden parachute implications of these compensation arrangements, including employment, severance, and change in control agreements, nonqualified deferred compensation plans, senior executive retirement plans, and other incentive compensation structures. We also advise senior executives in their employment and severance negotiations with non-client employers.

Asset Management

DGS has one of the most active asset management practices in the Rocky Mountain West. We have served asset management clients since 1960; those clients include investment advisers, registered open- and closed-end investment companies, hedge funds, broker dealers, venture capital sponsors, and private equity and real estate investment vehicles. At present, we represent over 30 registered investment advisers (over half of whom are SEC registered), with billions under management. These advisers serve clients in the mutual fund, hedge fund, venture capital fund, and real estate fund industries, as well as offer financial planning services and separate account management. We also represent the independent trustees and funds, as applicable, of several mutual fund complexes (comprised of more than 40 funds) with billions under management. These open- and closed-end mutual funds encompass traditional retail and variable insurance product platforms, including municipal bond funds and alternative investment funds. The size and sophistication of our practice gives us a deep understanding of a wide variety of fund structures, investment alternatives, and regulatory issues. And because we work with funds, investment advisers, real estate groups, venture capitalists, and private equity firms every day, we are able to stay current on new and evolving deal terms as the investment marketplace changes.

We have extensive fund formation experience with mutual funds, hedge funds, venture capital funds, real estate funds, and other unique investment vehicles. We advise our clients on appropriate management structures, prepare governing documents incorporating the control and tax concerns of managers and their investors, and review marketing materials and other business activities for compliance with applicable laws. We provide advice on the registration or qualification of securities offered and sold by these pooled vehicles under the federal and state securities laws. Our asset management attorneys also work with investment advisers on issues arising under securities, corporate, tax, intellectual property, and employee benefits laws. We counsel on operational aspects of funds, including trading arrangements, compliance with reporting obligations, investor-related obligations, and where appropriate, fund adoption, replication, or liquidation. We also serve as special Colorado counsel to other mutual fund complexes on tax, corporate, and other issues relating specifically to Colorado law.

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