CORPORATE, COMMERCIAL AND BUSINESS TRANSACTIONS
Coradin Law P.A.’s corporate practice offers a comprehensive menu of corporate legal services to U.S. and international clients. Our practice combines the thoroughness of an international law firm with the efficiency of a boutique local firm.
Whether working on a single transaction or providing on-going General Counsel Services, we make ourselves available when you need us. From start-ups to billion dollar companies, we dedicate ourselves to protecting your interests and adding value to your business.
Our corporate legal services include the following areas:
Corporate Law and Corporate Governance
- Formation, governance and management of corporations, limited liability companies, partnerships, joint ventures and strategic alliances.
- Non-Profit Corporations, Charities, Non-Governmental Organizations.
- Joint Ventures and strategic alliances.
- Board of directors composition and structure.
- Director liability.
- Board committee responsibilities.
- Conflicts of interest.
- Director and officer compensation.
- Multiple classes of shares. Shareholder voting rights. Shareholder minority rights. Non-profit board of directors governance.
Corporate Finance, Capital Markets and Business Start-Ups
- Private equity financing.
- Investment fund formation and structuring.
- Syndicated loans.
- Collateralized debt obligations.
- Asset-backed securitization.
- Offering memorandum and subscription document preparation.
- Choice of entity.
- Shareholder structure.
- Investor relations.
- Business plan preparation.
Contracts, Mergers and Acquisitions
- Complex transaction structures.
- Negotiation, and drafting.
- Asset sales and purchases.
- Stock sales and purchases.
- Stock exchanges.
- Cross-border mergers and acquisitions.
- International mergers and acquisitions.
- Target company due diligence.
- Leveraged buyouts.
- Management buyouts.
- Pre-merger and post-merger transition planning.
- Corporate restructuring, legal opinions.
Project Finance, Securities Regulations
- Project sponsor representation.
- BOO, BOT, BOOT financing structures.
- Developing country infrastructure projects.
- Government concessions.
- AIA, EPC and O&M contracts.
- SPV structuring and governance.
- Anti-corruption (FCPA) compliance.
- SEC compliance, disclosure and reporting requirements.
- Sarbanes-Oxley Act of 2002.
- Private placements offerings under Regulation D and Regulation S.
- Rule 144 and Rule 144A resales of restricted or control securities.
International Trade, International corporate and commercial transactions
- Representation of importers, exporters and distributors.
- Import controls and compliance.
- Distribution agreement preparation.
- Free trade zones.
- Multi-lingual negotiation and document preparation.
- Cross-border due diligence.
- Offshore entity formation.
Corporate and Commercial Transactions
- Representing U.S. solar energy company in two independent power projects. Negotiation of government concessions, project financing, power purchase agreements, EPC and O&M contracts. Preparing all documentation. Lead negotiator with government ministries, off-takers, international agencies, and financial institutions.
- Representing a French investment group in its turnkey real estate service for offshore investors. Negotiated a joint venture with a property supplier and manager. Formed acquisition vehicles and prepared all corporate and real estate documents. Conducted due diligence on commercial acquisitions. Provided title and escrow services.
- Counseled Japanese multinational automaker in drive shaft manufacturing joint venture with French automaker. Drafted JV agreement and interfaced with opposing counsel.
- Represented Brazilian telecom, in a joint venture with the five Andean Pact countries for the construction of a $100,000,000 satellite by a French manufacturer. Negotiated, drafted and closed joint venture agreement and satellite construction contract.
- Advised NY fund in acquisition of a subsidiary of a Canadian mining company, followed by reverse-merger with a TSX-listed mining company. Drafted and negotiated merger and JV documents. Prepared Reg. D and Reg. S offerings for US and Canadian investors. Drafted and negotiated mining concession with the Government of Haiti. Counseled board of directors on corporate governance, minority rights and shareholder relations.
- Drafted multi-tranche term loan and revolving credit facilities for Mexican multinational cement manufacturer.
- Drafted documents and performed closings for European and Brazilian banks in trade financings, letter of credit backed financings, and secured and unsecured bilateral and syndicated credit facilities.
- Drafted schedules and reviewed ISDA master agreements for Brazilian bank in connection with interest-rate swap agreements and credit-default swap agreements.
- Advised Japanese automobile finance company on ¥27,000,000,000 auto loan ABS securitization arranged by a French bank. Drafted documentation and offering memorandum for medium term note program.
- Advised Japanese small business finance company on ¥100,000,000,000 small business loan ABS securitization arranged by UK bank and insured by US insurer. Drafted documentation and offering memorandum for medium term note program.
- Counseled Japanese bank in international syndicate for $1,000,000,000 oil rig project financing in Pakistan. Reviewed documentation and advised on credit default risk management structure.
- Advised Brazilian bank on its USA PATRIOT Act compliance. Institution of enhanced due diligence, suspicious activity reporting and currency transaction reporting.
- Advised Brazilian mining multinational on its Sarbanes-Oxley Act reporting requirements.
- Prepared and filed all of Brazilian telecom’s ’34 Act filings. Periodic reports on Form 6-K and annual reports on Form 20-F.
- Advised various issuers in private equity offerings under Regulation D and Regulations S. Drafting offering memoranda, term sheets, subscription agreements, investor relations agreements and shareholder agreements.
Corporate and Commercial Transactions
- Represented owner in launch and expansion of fast food sushi chain in Miami. Stock buy-out of founder, commercial lease negotiations for five locations, and founder’s stockholder relations and corporate governance.
- Advised early stage “green” lightweight concrete manufacturer in its US launch. Advised founder on business decisions relating to launch. Prepared Reg. D offering, and negotiated raw materials supply contract with Mexican supplier and R&D joint venture with Swiss multinational cement manufacturer.
This post is also available in: French, Portuguese (Brazil)