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 OM Group, a world leader in value-added, metal-based specialty products and materials, in its €1.2 billion acquisition of assets from a chemicals company. The cash purchase price was raised by a bond offering, an equity offering and the sale of certain businesses; we represented the company in both bridge and permanent financing for the deal. We also represented this client in its follow-on sale of approximately half of the assets to a NYSE-listed US manufacturing company.
• 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.
• Representing Ashland Inc., a Fortune 500 diversified chemical company, in the financing of its approximately US$3.3 billion acquisition of Hercules Incorporated, a global producer and marketer of specialty chemicals, creating a major global specialty chemicals company.
• Handling the international disposition of the semiconductor business of a global producer of microwave, satellite and wireless transmission equipment, air traffic control systems, mobile radio networks and digital network broadcasting and management systems. The semiconductor business had operations in Europe, Asia and the United States and was marketed to both strategic and financial buyers. The deal culminated in the US$600 million sale of the business to an affiliate of a venture capital company.
• 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.
• Serving as counsel to the underwriter in the US$93.5 million initial public offering of a US-based property and casualty insurance company.
• Serving as issuer's counsel to an Internet advertising network representing specialty-content websites in connection with the client's US$38 million initial public offering. The company's common stock will be listed on AIM, the small cap market operated by the London Stock Exchange.
• Serving as lead counsel to a group of private equity investors led by one of the leading cable communications consultants in Europe in the acquisition and private equity financing of a controlling interest in Deutsche Telekom’s four million-subscriber Nordrhein Westfalen cable property; valued at €3 billion, the acquisition was voted “Buyout of the Year” by Acquisition Monthly. We also served as lead counsel in the follow-on acquisition and private equity financing of a controlling interest in Deutsche Telekom’s Baden Württemberg cable business, named Deal of the Year by The Banker.
• Serving as counsel to the purchaser, a publicly traded, Japan-based global printing and printing products company, in its US$650 million acquisition of the stock of one of the leading worldwide producers of photomasks, used in the manufacture of semiconductors; the company operates the industry's most expansive global photomask production network, spanning China, France, Germany, Japan, Korea, Singapore, Taiwan and the United States.

Case Studies

Resolving a Problematic Investment and Avoiding Litigation

When Madrid-based pharmaceutical business Industrial Farmaceutica Cantabria sought legal assistance with a problematic investment in a Florida-based pharmaceutical company, a recommendation led the company’s corporate officers to Squire Sanders. A me...

Clearing the Way for Emergency Responders in Largest Realignment of Radio Spectrum Ever Attempted

Squire Sanders was selected in 2004 to serve as General Counsel to the 800 MHz Transition Administrator (TA), a hand-picked team charged with oversight and administration of the Federal Communications Commission’s (FCC) 800 MHz reconfiguration progra...

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...