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Procopio
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Corporate and Securities

Procopio’s corporate and securities practice is one of the firm’s core strengths. Attorneys in our Corporate and Securities Practice Group handle the full range of public and private corporate finance and securities-related transactions, as well as mergers and acquisitions, for both emerging and established companies. Our know-how and extensive contacts allow us to counsel clients around the world. Our seasoned attorneys are not only skilled and experienced in corporate and securities law, but also possess an in-depth knowledge of their clients’ industries and make a point of developing a clear understanding of each client’s specific business objectives and goals.

Emerging Companies and Venture Capital
Our attorneys help emerging companies get it right the first time, from creating the proper business structure to securing the financing they need to launch and sustain their enterprise. We evaluate an emerging company’s business model and then recommend and implement the proper capital structure within the appropriate type of entity. We often help introduce entrepreneurs to seed and angel investors and to other capital funds by virtue of our longstanding working relationships with such investors, and are especially well equipped to assist our clients with structuring and negotiating their venture capital financings and strategic corporate relationships. Our lawyers have represented both venture capital firms and emerging companies in numerous venture capital financing transactions. We are particularly experienced in assisting emerging, rapid-growth technology and biotech companies, and draw upon the complementary strengths of our Intellectual Property; Labor, Employment and Benefits; Tax and other practice groups to meet each company’s specific needs.

Securities and Corporate Finance
We represent a wide variety of issuers and underwriters in the full range of public and private securities matters, including arranging, negotiating and documenting public offerings, public acquisitions, self-tenders, warrant exchanges, recapitalizations, structured financings, stock option plans, shareholder rights plans and secondary offerings. We also counsel and represent clients in the private offerings of securities, including private debt financing, venture capital financing, mezzanine financing and PIPES.

Strategic Alliances and Joint Ventures
Clients turn to us as their trusted advisors in the structuring, negotiation and formation of various types of business alliances and joint ventures, including research and development collaborations. We also assist with legal issues that may arise in the operation and eventual liquidation of the enterprise.

Executive and Equity-Based Compensation
We provide assistance to our clients with executive and equity-based compensation matters. We work with our clients in designing, drafting, implementing and administering executive compensation arrangements, including omnibus equity incentive plans, stock option plans, bonus plans, and other arrangements designed to incentivize and retain employees, and we handle related securities and tax compliance matters. If our clients are involved in mergers and acquisitions or other corporate transactions, we identify and resolve the complex issues that arise with equity plans and other employment benefit arrangements in connection with such transactions.

Corporate Governance
Procopio’s corporate and securities attorneys regularly advise corporate boards and management on compliance with the Sarbanes Oxley Act and other federal and state laws that regulate public companies. We help our clients develop and implement effective corporate governance policies, including employment policies, to foster best practices and meet their obligations under applicable law.