Bradley Arant Boult Cummings LLP

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Corporate and Securities

We represent clients in all aspects of business transactions in virtually every sector of the economy. We work with clients at all stages of development, from newly-formed and growing businesses to large, established private and public companies. Our clients operate in a variety of industries, including health care, construction, manufacturing, distribution, construction materials and aggregates, publishing, banking and financial services, software and hardware, biotechnology, recycling, steel, and venture capital and private equity. We are experienced in public and private M&A transactions, business entity formation, business planning, public and private securities offerings, debt and equity financing, corporate governance, securities compliance and reporting, tender offers, and proxy contests. Using client teams, we work closely with other practice groups in the firm, including attorneys from our tax, employee benefits, intellectual property, real estate, and environmental groups to ensure that our clients receive practical and cost-effective legal advice.

Mergers and Acquisitions

Our experienced M&A attorneys regularly represent publicly-traded and privately-held buyers and sellers in all aspects of M&A transactions, including negotiation of mergers, stock and asset purchases, divestitures, spin-offs, exchange offers, tender offers, proxy contests, management buyouts, and other going-private transactions. Our attorneys regularly work on transactions for companies with operations, subsidiaries, or offices based outside of the United States. We have represented clients in multiple contested acquisition and divestiture transactions.

Securities Transactions and Compliance

Our securities practice serves a diverse group of companies operating in a broad range of industries. We have represented both issuers and underwriters in connection with public and private offerings of equity and debt securities, including IPOs, secondary public offerings, and private placements. Our attorneys serve as counsel to a number of companies whose securities are publicly traded on the New York Stock Exchange, the American Stock Exchange, and NASDAQ. We counsel these clients regarding their SEC compliance and filings, as well as the implementation of shareholders’ rights plans and other defensive strategies.

We regularly advise clients on the design and implementation of executive compensation and employee benefit plans involving the issuance of registered securities. We have also served as counsel in takeovers and proxy contests, including representing hostile bidders. Our attorneys also provide counsel on M&A transactions where registered securities are issued, as well as in connection with going-private transactions.

Corporate Governance

We regularly counsel companies, boards, directors and committees on matters of corporate governance, including:
* Disclosure issues (Section 16 reporting, real-time disclosure, regulation FD, disclosure controls and procedures, CEO and CFO certification of disclosures).
* Board composition, qualifications, and independence.
* Audit committees for Sarbanes-Oxley and exchange-related issues.
* Accounting and auditing issues (auditor independence, internal control over financial reporting, Public Company Accounting Oversight Board regulations).
* Listing standards for each of the national securities exchanges and national securities associations.
* Benefits issues (loans to officers and directors, blackout periods for pension plans, executive compensation, equity compensation plans).

Our lawyers advise clients regarding the preparation of corporate governance guidelines, codes of ethics, disclosure controls and procedures, board committee charters, and insider trading programs. We perform comprehensive corporate governance compliance audits to identify areas in which controls and procedures should be enhanced, and also conduct internal investigations. Our attorneys regularly counsel clients in responding to regulatory enforcement proceedings and securities litigation.

We represent boards of directors and independent board committees, especially audit committees, in areas including fiduciary duties; liability issues; and committee membership standards, duties, and responsibilities. Our attorneys advise independent directors in the area of affiliate transactions, business judgment, and directors’ oversight. We also counsel publicly-held companies, boards of directors, management, and stockholders on their compliance and disclosure responsibilities, including periodic reporting and proxy statements.

Corporate Counsel and Business Planning

Our attorneys regularly serve as outside general counsel for clients without in-house counsel, or that choose to complement existing in-house counsel with our resources and experience. We advise clients on day-to-day issues such as the formation and management of joint ventures, contracts, leases, employment agreements and independent contractor relationships, corporate structure and reorganization, ownership transition, and general business development.

We also counsel clients regarding the implementation of business and tax strategies. Our practice includes business entity formation; drafting and negotiating buy-sell, partnership, and operating agreements; and developing equity-based compensation plans. We assist companies in their efforts to raise equity capital, obtain debt financing, and protect their intellectual property rights.

Labor and Employment

The Bradley Arant Boult Cummings Labor and Employment Practice Group provides clients with experienced counsel on a variety of issues related to managing their employees and operations.

We regularly advise clients on day-to-day employment matters to assist in the functioning of their businesses. This includes drafting policies and procedures, employment agreements, and employee handbooks. We also assist clients with training programs, and help them with decisions involving potential liability, such as disciplinary actions, terminations, and requests for leave, and or disability accommodations. Our attorneys guide companies through the complex issues involved in working with the Department of Labor (including OSHA), MSHA, and other government agencies. We provide counsel regarding responding to labor unions, including avoidance strategies and contract negotiations. Should disputes arise, our clients also know that they can count on Bradley Arant Boult Cummings for knowledgeable, cost-effective representation during arbitration, mediation, or litigation.

We work with a large and varied group of local, regional, and national clients. Bradley Arant Boult Cummings attorneys represent public- and privately-held businesses, both union and non-union, ranging from Fortune 500 companies to small, locally-owned operations. Our group’s attorneys have broad experience working with clients from a variety of industries and understand the unique complexities that each client's industry sector brings to the labor and employment issues they face.

We establish long-term relationships with clients, guiding them as their businesses grow and change, partnering both in their successes and in the challenges they must address. Our attorneys work with clients to help them avoid disputes and legal claims over issues such as employment discrimination, workplace harassment, and unfair labor practices. This includes developing appropriate employee policies and procedures, drafting handbooks, and conducting internal investigations. We also have experience in creating and managing programs to address and educate clients and their employees about employee substance abuse problems, workers’ compensation, affirmative action, and compliance. We regularly advise on matters involving immigration, military and family leave, wage and hour issues, OSHA, and the ADA.

Our group has significant experience guiding clients in their interactions with unions. We provide counsel regarding how to address and prevent unionization, including recommendations for policies, practices, and activities designed to improve communications and relationships with employees. Our attorneys also advise clients on dealing with union organizing or decertification efforts, as well as negotiating collective bargaining agreements, arbitrating labor disputes, and defending unfair labor practice charges. We represent clients during strikes and other union activities, and can help to secure TROs, injunctions, contempt orders, and, when appropriate, awards for damages.

Our team of labor and employment litigators has deep and broad experience to help clients resolve labor and employment disputes, both in and out of the courtroom. We regularly represent our clients in mediations and arbitrations, as well as before federal and state courts and administrative agencies throughout the country. Our employment attorneys handle disputes of all sizes, and are as comfortable defending clients against suits brought by a single plaintiff as we are handling cases involving all of a company’s employees, or even a national class action. The group handles cases before bodies such as the National Labor Relations Board and Equal Employment Opportunity Commission, as well as litigated matters involving state laws, such as noncompetition claims, contract claims, and complex employee compensation and selection issues.

Bradley Arant Boult Cummings LLP
1 Federal Place
1819 5th Ave N
Birmingham AL 35203
Tel: 205 521-8000
Fax: 205 521-8800

Bradley Arant Boult Cummings LLP is a regional law firm with a global perspective. The firm has more than 370 attorneys serving individuals, emerging businesses, and established regional, national and international companies. Clients rely on us for innovative legal services that reflect a deep understanding of their business realities.

We are one of the largest firms in the Southeast, with offices strategically located in Alabama, Mississippi, North Carolina, Tennessee and the District of Columbia. These offices provide an extensive geographic base from which to serve clients on a regional basis, as well as clients located elsewhere in the country and the world. We frequently serve as national coordinating counsel, regional counsel, and statewide counsel for clients in various industries. Our lawyers work for major construction companies in Europe and Asia, for multinational pharmaceutical companies in New York and California, for major insurance and financial clients in Texas, Indiana, and Alabama and for national tire manufacturers in Tennessee and Georgia.

Our clients work in a broad range of industries, including accounting, automotive, banking and finance, biotechnology, construction, economic development, education, emerging business, energy, equipment leasing, forest products, health care, insurance, manufacturing, materials and aggregate production, media and communications, mining, municipal, project and public finance, oil and gas, pharmaceuticals and medical devices, private equity, public utilities, real estate, retail, steel, technology, telecommunications, textiles, transportation, and venture capital. Each of these sectors presents unique challenges and opportunities, which demand specific legal and business experience. We meet those challenges with client and industry teams combining the talents of seasoned legal professionals from a variety of disciplines. These teams provide strategic solutions tailored specifically to our clients' industries and operations.

As a firm, we believe we have particular strengths and core competencies in the areas of construction, economic development, emerging and family owned businesses, financial institutions and services, health care, intellectual property, litigation, private equity, and real estate.