Leveraging the collective experience of more than 20 dedicated attorneys, the CSG Law Corporate & Securities Group eases the burden on owners and their executive teams by bringing to bear the hallmark of our service approach: creative problem solving, informed by an intimate knowledge of each client’s business and industry. Our clients vary in size from small, closely-held businesses to Fortune 500 corporations, and operate across a diverse range of industries – including banking and financial services, life sciences and healthcare, food and beverage, technology and real estate.
The attorneys in our Corporate & Securities Group understand that effective legal counsel not only uncovers the obstacles blocking client objectives – but also proactively clears the path towards success, using cost-effective solutions, to ensure transactions remain on track. Our ability to do just that is evidenced by our many accolades – including continued recognition in Chambers USA and The Best Lawyers in America®, as well as selection to the New Jersey Law Journal’s first installment of “Jersey Dealmakers of the Year” in the category of Mergers & Acquisitions in 2018.
In addition, the CSG Law Corporate & Securities Group works closely with colleagues in the firm’s tax, employee benefits, executive compensation, employment, real estate and intellectual property groups to address the related issues that often arise over the course of a transaction.
Combining our strengths in the areas of commercial lending, banking, private equity and alternative capital, the CSG Law Corporate & Securities Group brings a keen understanding of the financing mechanisms that fuel growth.
Advising borrowers and money center banks, institutional lenders, private banks, regional and foreign-based banks and alternative lenders, we bring a deep understanding of both the legal implications and business impact of how loans are structured and documented – offering innovative legal solutions addressing a full-range of financing structures, including asset-based financings; bank financing; bridge lending; crowdfunding; distressed debt financings; EB-5 offerings; initial public offerings; mezzanine financing; real estate financings and securities offerings.
Additionally, we have extensive experience representing private equity and venture capital funds and are frequently retained as counsel by public and private companies and financial institutions.
Today’s environment of increased regulation, heightened disclosure requirements and more rigorous enforcement practices demands that companies implement robust corporate governance programs. Forward-thinking executives turn to CSG Law to get ahead of these challenges and protect their businesses from issues stemming from failures in governance.
Attorneys in the CSG Law Corporate & Securities Group are regularly engaged by boards of directors, management teams, special committees and other public and private company executives for strategic guidance on matters concerning corporate governance – including securities regulation, disclosure requirements, corporate law, investor relations, whistleblower and other policies, and fiduciary duty obligations.
Driven by several of the region’s foremost corporate attorneys, the team takes a preventative approach to governance – keeping a close eye on potential changes in policy and helping clients identify, understand and prepare for affected processes and policies. The Group – supplemented by powerhouse litigators, former federal prosecutors and investigators – is also well-positioned to help respond to regulator inquiries and discreetly conduct internal investigations as needed.
Employee Benefits & Executive Compensation
Employers understand the value of an effective employee benefit plan. The best plans are those designed to serve both the company and its employees equally well. Balancing the needs of the company and its employees with other factors – such as costs, regulatory issues and administrative complexities – requires careful attention to detail and thorough knowledge of the related legal, regulatory and tax considerations.
CSG Law’s Employee Benefits & Executive Compensation attorneys take pride in providing clients with the legal tools and resources necessary to meet business objectives. We counsel companies and fiduciaries on the full array of legal issues related to the design, implementation, operation and ongoing compliance of employee benefit and compensation programs, to position the company as an attractive place to work or enable it to structure its programs in the most tax efficient manner.
Our attorneys work closely with executives, human resources managers and middle-market business owners to develop plans best suited for their needs. We also advise plan fiduciaries and administrators in fulfilling their ERISA duties – including plan operational issues, plan asset diversification/investments and compliance with the myriad of regulations prescribed by the Internal Revenue Service (“IRS”), U.S. Department of Labor and the Pension Benefit Guaranty Corporation.
Our experience gives us a deep understanding of the underlying implementation dynamics and costs inherent in today’s employee benefit programs and allows us to counsel our clients accordingly so they can make informed, prudent business and fiduciary decisions.
Our attorneys advise on a range of employee benefit plans and related concerns, including pension benefit plans; profit-sharing plans; cash or deferred arrangements [401(k)]; employee stock ownership plans; non-qualified deferred compensation arrangements; welfare benefit plans; executive compensation agreements; fiduciary duties; compliance with ERISA, the Internal Revenue Code and other applicable laws Health Insurance Portability and Accountability Act; and COBRA.
Our attorneys proactively counsel clients on the most current pension benefit and welfare benefit plan developments. With our counsel, companies are able to comply with all applicable regulations, adhere to administrative and procedural changes, and remain abreast of industry trends. We also counsel plan trustees about their fiduciary duties and plan investment obligations, as well as the prohibited transaction rules. In addition, we assist clients in structuring executive compensation programs – including stock bonus, non-qualified and deferred compensation plans, such as those subject to Section 409A of the Internal Revenue Code.
Our attorneys have extensive experience developing and negotiating compliance agreements with the IRS through the Employee Plans Compliance Resolution System, and with the U.S. Department of Labor in resolving plan-compliance issues. We also help clients navigate Multiemployer Pension Plan Amendments Act withdrawal liability claims.
Mergers & Acquisitions
Over the course of each merger and acquisition representation, the CSG Law Corporate & Securities Group works closely with colleagues in the firm’s tax, employment, real estate and intellectual property groups – as well as with our clients’ accountants, investment bankers and financial advisors – to successfully identify, negotiate and resolve complex deal issues, including pre-transaction planning, transaction structure, equity roll-overs, earn-outs, entity governance, tax, intellectual property and cybersecurity matters, among others.
Our Group represents clients ranging from privately-held and family-owned businesses to Fortune 500 and other public companies across numerous industries – including consumer products, food and beverage, health care, life sciences, medical devices and telecommunications.
Among our merger and acquisition services are the following:
- Pre-transaction planning and counseling
- Transaction structuring
- Negotiating letters of intent, definitive agreements and ancillary documents
- Conducting due diligence
- Negotiating equity and debt financing
- Tax counseling
- Employment agreements and executive compensation counseling
- Real estate, environmental and intellectual property counseling
- State and federal regulatory anti-trust filings
- Assisting with post-closing transition and integration
Outside General Counsel Services
The CSG Law Outside General Counsel Services Team gives clients direct access to the firm’s attorneys and their unique insight across the range of issues affecting clients daily, including matters related to corporate and securities; employee benefits and executive compensation; intellectual property; employment; real estate, land use and development and tax law. Additionally, serving as outside counsel, we regularly assist clients with the preparation, negotiation and enforcement of a myriad of entity governance agreements, such as shareholder; investor rights; joint venture; limited liability and partnership agreements.
The CSG Law Private Equity Team advises funds, independent sponsors and issuers of debt and equity instruments on fund formation, capital raising, acquisitions and dispositions, debt and equity structuring, regulatory considerations and tax implications. We help clients make informed decisions regarding the many aspects of private equity investments and work through the maze of complex issues that can make – or break – a deal. Our investor and issuer clients include public and private entities and individuals whose transactions occur within a variety of industries – including pharmaceutical, biotechnology, medical device, manufacturing, food and beverage and financial services.
Securities Law Compliance
The complex matrix of regulations, jurisdictions and financial instruments involved in securities law can muddy the waters when navigating the domestic and international capital markets. However, seasoned legal counsel well-versed in the reporting requirements and frameworks of the major exchanges and oversight bodies can greatly reduce regulatory risk and facilitate transparency throughout the process.
The CSG Law Corporate & Securities Group is regularly engaged by businesses and investors to ensure compliance across a broad range of securities transactions – including, but not limited to, private placements, “going private” transactions, debt issuances and Rule 144A and Regulation S offerings. We leverage our extensive experience working with financial regulators – including the Securities & Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) – to devise defensible transaction strategies and effectively respond to regulatory examinations.
Venture Capital & Emerging Growth
The CSG Law Venture Capital & Emerging Growth Team is well-versed in, and sensitive to, the distinct needs of start-ups, early-stage companies and their founders, as well as venture capital funds, strategic and angel investors, and other high-net worth individuals financing these ventures. Our group is staffed with attorneys bringing years of experience handling the matters most integral to an emerging growth company’s lasting success – including entity selection and formation, capital raising, mergers and acquisitions, joint ventures, taxation, intellectual property, licensing, data security and privacy, employment and executive compensation.
As multidisciplinary advisors driving innovative and enduring legal solutions, our Venture Capital & Emerging Growth attorneys counsel clients across a myriad of industries – including those operating in the healthcare, pharmaceutical, biotechnology, medical device, food and beverage, e-commerce, financial services and information technology sectors.