CORPORATE PRACTICE

Welcome to SLSP Corporate Practice Group. This group includes the following areas of practice:

•	Mergers & Acquisitions
•	Securities
•	Venture Capital & Private Equity
•	Corporate Restructuring
•	Corporate Affairs Commission Registration and other affiliated services

Mergers & Acquisitions Practice

We have lawyers who are M&A specialists providing advice on public and private company M&A and joint ventures. Key industry sectors served include the TMT sector, manufacturing, natural resources, chemicals and pharmaceuticals, financial institutions, and consumer goods. The M&A group works closely with the tax group and our securities law specialists to provide integrated execution advice for all types of M&A transactions.

Securities

Experience and Execution

Today's capital markets are dynamic and complex. There have never been more ways to raise capital or fund opportunities in the global economy. But there have never been more potential pitfalls, either.

How you go about your capital-raising activities can mean the difference between success and disappointment. Mistakes can cost you money and credibility — and saddle you with legal claims, regulatory inquiries and anxiety and distraction.

At SLSP, we know the terrain and can guide you with confidence. Our securities lawyers include many seasoned practitioners.

	How We Can Help
•	Securities offerings. We advise issuers and underwriters on all aspects of debt and equity offerings, from documentation and due diligence to compliance and rights issues.
•	Compliance and corporate governance. We advise boards of directors and management on ongoing compliance issues, ranging from implementing corporate governance reforms to complying with reporting requirements to handling regulatory or criminal investigations.
•	Securitizations. We work with companies and purchasers to arrange securitizations of assets, ranging from equipment leases and mortgages to credit card receivables, lease portfolios and commercial paper.
•	Structured finance. We help companies and lenders develop, negotiate and complete complex structured financial transactions.
•	Derivatives products and repackaging. We negotiate and document derivatives-driven structured financings, secured and guaranteed transactions and taxable and tax-exempt products.
•	Privatizations. We are leaders in structuring, negotiating and documenting public/private partnerships, mergers and joint ventures for major projects and privatizations.

Venture Capital & Private Equity From Investment to Exit
In private equity, there are challenges every step of the way. And in a global economy, private equity means capturing investment opportunities wherever they are located. Whether you are investigating, purchasing, holding or disposing of an asset, you need advisers who are familiar with the dynamics of the different stages of the investment life cycle and who understand the diverse interests and demands of all members of the bidding team.
At SLSP, we understand that success requires not only technical legal skills, but also commercial sophistication, common sense, top-quality project management and the ability to communicate effectively.

	How We Can Help
•	Deal structuring — Planning the acquisition structure to take account of the needs of the financiers, while at the same time ensuring tax-efficient operations and eventual exit.
•	Bid planning — Providing tactical advice on the structure and presentation of bids so as to maximize their attractiveness to sellers.
•	Risk allocation — Suggesting innovative and commercial approaches to the allocation of risk and the limitation of liabilities such as purchase price adjustments and the ring fencing of legacy trading risks.
•	Management equity participation — Developing plans to enable management teams in different jurisdictions to participate in the equity of buyouts in a tax-efficient manner.
•	Industry and regulatory — Calling upon lawyers with relevant industry knowledge to advise on regulatory considerations and to suggest financing and commercial arrangements best suited to the target's industry sector.
•	Restructuring and refinancing — Renegotiating financing packages as the underlying business evolves, including renegotiation related to bolt-on acquisitions and leveraged recapitalizations.
•	Exit planning — Assisting in structuring the exit to maximize the upside, using knowledge of the target company built up over the investment life cycle.

Corporate Restructuring Practice

Our firm has advised companies on restructuring taking into consideration the relevant statutory requirements and compliance procedures. For example, to fully realize the value anticipated from a strategic merger or acquisition, a global enterprise must quickly reorganize and integrate its combined business operations from a tax and legal perspective. On the other hand, a fully integrated global enterprise may be forced to quickly realign its worldwide structure in order to affect a strategic spin-off or disposition of business operations that the management no longer deems desirable or essential. Finally, a global enterprise may wish to reorganize its worldwide structure to accommodate a down-sizing or transformation of its existing business operations or simply to generate tax and legal efficiencies that will contribute to its overall earnings per share. Whatever the objective, to be truly successful, a global reorganization must be structured in a manner that not only optimizes the ultimate tax position of the enterprise but also addresses a multitude of legal issues that arise as a result of the restructuring. Our corporate and tax lawyers work together to assist enterprises in structuring and restructuring their domestic and international transactions and operations.