Corporate

News & Insights

Representative Matters

  • Represents the franchisees of national restaurant concepts controlling more than 100 properties throughout the Midwest.

  • Acquired mortgage-backed loan for Indiana property from Bank of America and immediately worked out deed-in-lieu of foreclosure with the Borrower.

  • Represented a Canadian corporation and its U.S. subsidiaries in a $1 billion master credit facility from a consortium of Canadian and U.S. lenders.

  • Closed $10,000,000 financing of acquisition of industrial property in Placer County, California. The deal was collateralized by preferred equity interests in the property-owning LLC and the LLC interests of another entity in Indiana.

  • Represented an ESOP borrower in the refinancing of an $85 million senior, secured-term and revolving debt facility from a syndicate of lenders.

  • Advise equity holders of an international container and logistics company on the restructuring of its board of directors and business expansion initiatives.

  • Advise private equity firm on the board, management and officer structure of thirty-nine portfolio companies under its management.

  • Represented a private equity lender in providing DIP financing for a cable television operation, including warrant grants, clawback rights, PIK interest and complex FCC issues.

  • Advised an employer regarding implementation of a phantom stock arrangement for its key personnel and prepared documentation and participated in educational meetings regarding the same.

  • Advised client regarding simultaneous IRS and Department of Labor audits, including working closely with the IRS and Department of Labor to resolve multiple plan qualification and ERISA issues.

  • Advised key personnel in matters related to dissolution of partnership.

  • Assisted LLC in developing equity-based compensation programs for various executive levels.

  • Assisted S corporation in corporate governance, tax, ERISA, securities and other matters related to operation of its business and ESOP.

  • Numerous sales under Section 363 of the US Bankruptcy Code, including the sale of a telecommunications company that was named “Large Transaction of the Year” by the Chicago/Midwest Chapter of the Turnaround Management Association.

  • Represented multiple management groups involved in sales of portfolio companies from one private equity firm to another private equity firm, including sales of a leading supplier of mobile storage solutions, a manufacturer of snack products, a manufacturer of coatings for the printing industry and a provider of boiler room products and systems.

  • Sale of a manufacturer of high-performance automotive parts to a private equity firm.

  • Sale of a minority interest in a franchisor of fresh fruit bouquet retail stores to a private equity fund.

  • Represented a private equity fund in the sale of a leading provider of vehicle service contracts.

  • Sale of a Midwest-based specialty chemical business to a private equity fund.

  • Sale of a family-owned packaging business to a strategic buyer.

  • Numerous add-on acquisitions of airport-based aircraft service companies throughout the United States for an Orlando, Florida-based fixed-base operator.

  • Advised client regarding Code Section 409A and 280G aspects of sale bonus arrangement and prepared relevant documents.

  • Advised significant public company in all aspects of its executive compensation program, including defined benefit and defined contribution supplemental retirement plans, executive health benefits, executive life insurance coverage, including split dollar arrangements and disability coverages.

  • Advised an executive on the employment contract and benefits for a C-level position.

  • Advised client and developed an equity based incentive compensation plan.

  • Provided counsel to major publicly held company regarding compensation committee duties associated with Dodd-Frank’s independent advisor rules.

  • Advised sellers in stock transaction on various Code Section 280G golden parachute excise tax issues and prepared amendments to the existing incentive compensation plans to comply with Code Section 409A.

  • Guide client through IRS plan correction process for mistakes involving plan administration, as well as plan documentation. Prepare required filing and communicate with IRS to receive a favorable result.

  • Handled matters related to executive’s departure from organization including severance and non-solicitation and non-compete issues.

  • Advised a manufacturing company regarding liability issues and assisted it with the distress termination of multiple defined benefit pension plans.

  • Represented significant multiple employer plan sponsor with merging several retirement plans.

  • Represented a large public company in all aspects of its health and welfare benefit program, including design, document preparation, contract negotiation, claims issues and ongoing compliance concerns.

  • Represented a major third-party administrator in matters related to the bankruptcy, liquidation and termination of the plans of one of its significant clients.

  • Restructured funded active and retiree health and welfare arrangements to ensure minimal ACA impact, including establishing a new plan and VEBA.

  • Successfully assisted client in defense of lawsuit involving ERISA benefit claims, breach of fiduciary duty and theories of equitable recovery including surcharge.

  • Advised a trustee of a liquidating business regarding tax and ERISA aspects related to terminating multiple defined benefit and defined contribution plans, including complex issues related to benefit distributions.

  • Represented a health and life insurer and benefits administrator in the acquisition of a privately held company specializing in providing contact and call center services to the healthcare industry.

  • Counsel to a major international human resources consulting firm on the antitrust issues of collecting wage and benefit data and disseminating this data to clients. 

  • Counsel to a well-known Japanese manufacturer involving a proposed sales and pricing program.

  • Counsel to the Vice President of Marketing at a well-known national snack food company regarding the Robinson-Patman Act, including the sections of the Act dealing with promotions and allowances.

  • Representation of an exercise equipment and product distributor in the acquisition of a fitness equipment company.

  • Representation of a dental device manufacturer in the acquisition of dental related assets from a patent development company.

  • Representation of an international financial institution in the acquisition of another financial institution’s derivatives and institutional trading practice.

  • Representation of a public company's financial subsidiary in the capital investment in a baked goods supply, processing and distribution company.

  • Representation of a company in the multi-billion dollar acquisition of an international natural resources, paper and manufacturing company.

  • Representation of a pre-packaged food processing company in its sale to a private equity firm.

  • Representation of a public company’s financial subsidiary in the capital investment in a manufacturing company.

  • Representation of a public oil and energy exploration company in its strategic acquisition/merger of another public oil and energy exploration company.

  • Representation of a railroad logistics company in the acquisition of a trucking logistics company.

  • Representation of a railroad logistics company in the acquisition of an intermodal logistics company.

  • Representation of an international bank, private equity firms and hedge funds in the restructuring and acquisition of a manufacturing holding company and its subsidiaries.

  • Representation of an international company in the proposed acquisition of the assets of a U.S. based plastics and synthetics resin manufacturer out of bankruptcy.

  • Representation of an international food processing company in the sale of its U.S. potato processing subsidiary.

  • Representation of an international logistics, processing and data processing holding company in its proposed sale to strategic and private equity buyers.

  • Representation of an international technology company in the acquisition of a defense industry software development company.

  • Representation of a public company’s financial subsidiary in the capital investment in an educational materials company.

  • Representation of a home goods retailer in the proposed acquisition of a furniture and entertainment goods retailer.

  • Representation of a public company and its subsidiaries in the proposed sale of several non-U.S. based utility subsidiaries and divisions.

  • Representation of a public energy company and a number of its subsidiaries in the sale of several international energy subsidiaries to a private equity firm.

  • Representation of a public medical device manufacturing company in its proposed multi-billion dollar merger of another public medical device and instrument manufacturing company.

  • Representation of the subsidiary of a public airline in the take private/merger, through a tender offer, of a public internet-based technology company.

  • Representation of a public company in the sale of its bicycle manufacturing subsidiary.

  • Representation of the group of partners in a risk consulting practice that was being sold by an international public accounting firm.

  • Acquisition of gaming contracts with establishments under the Illinois Video Gaming Act.

  • Represented the provider of healthcare decision support applications to a NASDAQ-listed provider of health information services, for approximately $60 million cash and stock, resulting from an auction of the company.

  • Lead antitrust counsel for McKee Food’s acquisition of the Drake’s brand snack cakes from Hostess Brands.

  • Represented national insurance claims management company in purchase of claims management business and assets from national insurer.

  • Represented privately held industrial company and its principal owner in sale of non-standard automobile insurer to strategic buyer.

  • Represented three individual owners of workers compensation specialty insurer to UK based buyer.

  • Sale of the largest online tie and clothing accessories company to a private equity firm.

  • Represented the subsidiary of a health and life insurer and benefits administrator in the sale of substantially all of the assets of a recognized leader in healthcare fraud and abuse management services, to a leading provider of revenue and payment cycle solutions.

  • Advised board of directors of insurance trade association on corporate governance issues, including issues arising in connection with formation of for-profit subsidiary.

  • Advised international oil and energy company on captive insurance matters and related reinsurance agreement.

  • Advised national tax preparation firm on formation and licensing of insurance agency to sell health insurance through Affordable Care Act (“Obamacare”) exchanges, and on joint venture with on-line insurance agency and technology platform to “white label” insurance sales offerings.

  • Represented national insurance claims management company in outsourcing of managed care functions.

  • Representation of a private equity firm in the acquisition of the assets of an armored car company out of bankruptcy.

  • Representation of a private equity firm and its portfolio company in the sale of a number of the portfolio company's subsidiaries in the container industry to an international private equity firm.

  • Representation of a private equity firm in the capital investment in a hospital/medical facilities company.

  • Representation of a private equity firm in the acquisition of a national insurance agency company.

  • Representation of a private equity firm in the proposed acquisition of a national insurance surety company.

  • Representation of a private equity firm and its portfolio company in the sale of the portfolio company’s software subsidiary to a software and technology company.

  • Representation of a private equity firm in the proposed acquisition of a movie theater company.

  • Representation of a private equity firm in the acquisition of an entertainment production company.

  • Representation of a private equity firm in the proposed capital investment in an insurance brokerage company.

  • Representation of a private equity firm in the capital investment in a medical care provider company.

  • Representation of a private equity firm in the proposed acquisition of a national insurance casualty company.

  • Representation of a private equity firm in the acquisition of a national insurance claims company.

  • Representation of a private equity firm in the proposed capital investment in a regional insurance agency company.

  • Representation of a private equity firm in the multi-billion dollar acquisition of an automobile component business.

  • Represented a gourmet sandwich franchise in the sale of a minority interest to a San Francisco-based private equity firm.

  • Represent a solar energy technology company in multiple rounds of equity offerings.

  • Represent the seller of a private hydro power production company in the sale of the company to a private equity firm.

  • Represent managers in the preparation of documentation for EB-5 private placement offerings.

  • Represent start-up and growing companies with private placement offerings.

  • Represented U.S. corporations which were part of an affiliated group in connection with the sale of the stock of several wholly-owned U.S. subsidiaries to a foreign buyer who was forming a U.S. entity for the purchase.  This matter involved the negotiation of the tax indemnities with respect to various consolidated return issues and the analysis of the potential application of Code Section 338(h)(10) and Code Section 336(e) elections in the transaction.

  • Represented food industry client in connection with sale of $80 million of equity interest to a private equity firm. This matter involved the development of a drop-down structure that would allow the parties to address the various tax issues that arose in connection with the private equity company’s request for a tax basis step-up for assets currently held by an S corporation. This matter also involved the negotiation of complex tax allocation provisions in an LLC agreement to reflect various put rights and preferred unit convertibility provisions.

  • Represented management/minority owners of closely-held company in the healthcare industry in merger of the entity into a publicly-traded REIT. This matter involved the evaluation of various issues under Code Section 280G and the tax consequences of the application of the tax-free corporate reorganization rules to the exchange of vested options and restricted stock.

  • Represented owners of a closely-held corporation in the manufacturing industry in a $13 million stock sale to U.S. buyer. This matter involved the development of a structure for the tax-free rollover of management-held shares, the review of the tax consequences of the receipt of deferred purchase price in the form of stock of a thinly-traded entity.

  • Represented publicly-traded company in connection with the consolidation of its U.S. subsidiaries.  This matter involved the analysis and review of alternative consolidation structures to evaluate long-term tax attribution issues related to potential application of various tax-free corporation reorganization structures.

  • Represented seller in an $110 million sale of all of the assets of a family-owned corporation to a publicly-traded buyer. This matter involved the negotiation of various tax representation provisions, including matters related to tax reserves included in the working capital adjustment.

  • Represented U.S.-based company in $330 million acquisition of stock in wholly-owned subsidiary of a publicly-traded company in the transportation industry.   This matter involved the negotiation of the tax-oriented provisions of the stock purchase agreement including various tax representations and warranties and the terms of the tax indemnification provisions.

  • Lead antitrust counsel for a chemical manufacturer in its acquisition of assets from competitors.

  • Advising insurers on state insurance regulatory matters, and representing clients before state insurance regulators nationwide.

  • Advising investors and insurance holding companies on insurance regulatory and corporate matters.

  • Counseling Bermuda and other non-U.S. insurers and brokers on doing business in the United States.

  • Forming and redomesticating captive insurance companies.

  • Independent compliance reviews.

  • Negotiating mergers and acquisitions of insurance companies and insurance brokers.

  • Negotiating sales of books of business and reinsurance agreements.

  • Representing clients in dealing with insolvent insurance companies and insurance liquidators.

  • Responding to government investigations and conducting internal reviews.

  • Handled all aspects of the acquisition, development and construction of a 250-acre industrial facility joint venture.

  • Closed $9,000,000 participation in loan for the acquisition of a health club in downtown Chicago.

  • Closed numerous railcar, locomotive, aircraft and vessel lease financing transactions.

  • Acted as lead counsel for a Class 1 Railroad in connection with the $380 million acquisition of three railroads and a vessel transportation company.

  • Represented a major North American railroad company in $40 million acquisition of a Michigan-based short-line railroad operator.