Corporate Transactions, Finance & Governance

The Squire Sanders corporate practice has a global dimension. With corporate lawyers in each of our offices worldwide, our global footprint makes corporate expertise available to you anywhere, anytime.

Squire Sanders corporate lawyers provide counsel to and serve the transactional needs of large public and private companies, as well as a select group of emerging companies, around the world. Our expertise covers diverse industries and professions around the world.

We provide you with services ranging from day-to-day counsel for senior management to the coordinated expertise needed to lead you through complex business transactions, including:

• Anticorruption compliance
• Commercial finance
• Corporate finance
• Corporate governance
• Counseling on capital structure
• Dispositions
• Emerging businesses
• Executive compensation
• Joint ventures
• Mergers and acquisitions
• Private equity
• Secured transactions
• Securities law compliance
• Takeovers and proxy contests

Our international corporate practice is consistently lauded for its knowledge and skill. The Best Lawyers in America 2010 notes 20 Squire Sanders corporate lawyers. In addition, Chambers Global 2009 recognizes Squire Sanders as a leading corporate practice in the Czech Republic, Hungary, Poland, Russia, the Slovak Republic and Venezuela, as well as in the Dominican Republic for general business law. We also are recommended by The Legal 500 Asia Pacific for our corporate/M&A work in China and Japan.

Practice Expertise

• Anticorruption Compliance & Foreign Corrupt Practices Act
• Banking & Debt Finance
• Corporate Finance
• Corporate Governance
• Executive Compensation
• Mergers & Acquisitions
• Private Companies and Emerging Businesses
• Private Equity & Venture Capital
• Securities
• Takeovers & Proxy Contests
• White Collar & Corporate Compliance

Representative Experience

• Representing the acquirer, the world's largest tire manufacturer, in connection with its US$2.6 billion acquisition of a US-based tire maker via a white knight tender offer. We also advised on the competition aspects of the deal, guiding the transaction through the US Federal Trade Commission without a second request.
• Serving as counsel to an owner and manager of theme parks in a US$160 million IPO of master limited partnership units; the underwriter was a global advisory investment bank.
• Representing a global provider of outsourced data processing services in its US$50 million acquisition of a software development house.
• Serving as counsel to a communications entity focused on global development, finance and operations, in the US$1 billion private equity financing and acquisition of a 54.2-percent interest in a European telecommunications company. The original owners of the telecommunications company maintained a significant ownership interest in the company. The business franchise encompasses more than 2.4 million homes (90 percent of Flemish households), of which 2.2 million are CATV subscribers. The company supplies cable services to Flanders, one of Belgium’s most prosperous regions, home to six million people, 58 percent of Belgium's population and one of the most densely populated areas in Europe.
• Representing private equity fund Compass Group in connection with the IPO of an affiliated investment trust, as well as the fund’s divestiture and the trust’s acquisition of controlling interests in four portfolio companies valued at US$340 million. Immediately following the closing of the IPO and the acquisition by the trust of these four businesses, we represented the trust in connection with third party financing and intercompany loans.
• Counseling a Russia-based owner and operator of numerous TV stations and networks, owned by a group of US-based private investors, in its initial public offering on Nasdaq. This was the largest IPO by a Russia-based business outside the commodities sector for that year and the first on a US exchange in more than two years. The IPO raised more than US$380 million with a market capitalization of US$2.1 billion.
• Serving as counsel to the acquirer, a US-based producer of specialty materials for industry, in the US$130 million acquisition of a polymer modifiers business with plants in New Jersey, Wales and Belgium.
• Representing a California-based bank holding company in its acquisition of a bank in Shanghai for US$205 million in cash, the first-ever acquisition of a China-based bank by a US-based bank. The transaction involved a number of due diligence challenges (including USA PATRIOT Act screening) and uncharted regulatory approvals. One special hurdle was the lack of an established relationship between California's Department of Financial Institutions and China's Bank Regulatory Commission. We facilitated the creation of a working relationship between the regulators including preparing the first draft of the letter of understanding that today governs the relationship between them. Finally, we overcame the unique closing challenge presented by China's approval process, in which two approvals were required, with title to the bank lost to the seller on the first approval but not conveyed to the buyer until the second approval.
• Serving as counsel to a Spain-based parent and issuer in an IPO of US$150 million of Nasdaq-listed shares, the first transaction in which a Spain-based company has made its public debut in the United States rather than in Spain.
• Representing Goodrich Corporation in the US$1.4 billion auction sale of its performance materials (specialty chemicals) division to a private equity group. The division had approximately US$1.2 billion in sales, from 32 plants in 10 countries.

Case Studies

Teamwork Helps Cedar Fair Beat Heavy Competition to Acquire Five Amusement Parks

Situation:Cedar Fair, L.P., learned that CBS intended to sell its five US and Canadian Paramount amusement parks through an auction process. If Cedar Fair were able to acquire these parks, it could approximately double its holdings.Challenge:Cedar Fa...