SEB is focused on the needs of commercial clients, and our Corporate and Securities Practice provides representation and strategic direction for our clients across their businesses. Whether the business is a startup organization or an established corporation, SEB has experience navigating the complexities of commercial transactions throughout the lifecycle of businesses. Our services include the formation of business entities, joint ventures, mergers and acquisitions, securities offerings, financings and a broad range of other corporate transactions.
Corporate & Securities
Joint Ventures, Strategic Alliances, Mergers & Acquisitions
Managing the growth and development of any organization requires careful and skilled attention. SEB represents clients who are managing through numerous types of organizational changes and growth opportunities.
We represent our clients in the negotiation and formation of strategic alliances, joint ventures and partnership agreements. We represent buyers and sellers in all aspects of asset purchase and sale, mergers and related transactions, including structure, confidentiality terms, letters of intent, due diligence, negotiating the purchase and sale agreement and all aspects of closing the transaction.
We have completed transactions in a wide range of industries, but have particular expertise in technology, hospitality and franchise transfer transactions.
Contracts, Entity Formation & Lending
Contracts are the life blood of growing organizations. SEB represents clients in all phases of commercial contract transactions. We review, prepare, and negotiate many types of agreements including employment and contractor, license, supply, production, and service agreements.
The start-up phase is an exciting time in the life a new business, and we specialize in helping our clients form their businesses with solid foundations. SEB represents clients with regard to the formation of business entities, including initial filings, licensure and negotiating shareholder agreements, operating agreements, bylaws, and related documents. We also resolve equity holder disputes, including freeze-out and oppression claims of minority equity holders.
We represent both borrowers and lenders in all types of commercial lending transactions, including conventional loan transactions, mezzanine financing, securitized loans, and loan defeasance transactions. We also represent borrowers and lenders in loan refinancing, restructuring and workout transactions.
Securities
SEB represents issuers, buyers and sellers regarding compliance with federal and state securities laws, including offerings of equity and debt securities. Specifically, we assist in the structure of offerings, negotiation of term sheets, equity purchase and sale agreements, disclosure documents, warrants, options and related matters. We also advise clients with regard to the initial and ongoing capitalization of businesses, including the issuance of equity, rights involving common and preferred equity, transfer restrictions, buy-sell agreements and related matters. We also represent issuers in private placement transactions and compliance with federal and state “blue sky” securities laws.
Payment Processing
SEB’s Corporate services also includes a specific focus on the payment processing industry. The practice, lead by Greg Michell, includes the representation of electronic transaction businesses such as payment processors and independent sales organizations (“ISOs”) regarding a wide variety of issues in the payment systems industry including:
- Assisting payment processors and ISOs with formation and compliance
- Assisting payment processors and ISO’s with corporate transactions including acquisitions and disposition of assets or residuals
- Assisting payment processors and ISOs with the development of industry contracts including merchant, processing, service, residual purchase, and bank agreements
- Advising payment processors and ISOs regarding card association rules and relevant federal and state statutes and regulations