Select another Area of Practice:

Corporate and Securities

In today’s competitive business climate, any business entity can achieve an advantage by retaining exceptional legal counsel. Corporate attorneys can assist in a wide range of corporate issues – from entity selection, to corporate finance, to sale or other exit strategies. From start-ups and emerging companies to highly sophisticated multi-national corporations, Broad and Cassel has the experience and qualifications to handle the full range of legal issues in the often complex Corporate and Securities area.

Our lawyers are much more than competent legal technicians. By combining a thorough knowledge of corporate law with a high degree of business acumen and creativity, they are able to serve as trusted advisors and counselors to our clients. This combination of talent means added value to the client, far beyond the services provided by most other law firms.

Corporate and Securities Experience

Our depth and breadth of experience in Corporate and Securities law includes these areas:

General Corporate Representation

  • Entity selection
  • Shareholder agreements
  • Employee, management and consulting agreements
  • Intellectual Property protection
  • Confidentiality and non-competition agreements
  • Distribution and Licensing Agreements 

Shareholder Representation

  • Shareholder disputes
  • Minority shareholder representation
  • Corporate succession 

Officer and Director Representation

  • Officer and director liability
  • Indemnification agreements
  • Independent director and audit committee representation
  • Stock option plans

Corporate Finance and Securities Compliance

  • Private placements
  • Public stock offerings, including initial public offerings (IPOs)
  • SEC and NASD compliance
  • Asset-based financing
  • Equipment leasing and financing
  • Poison pills
  • Going private transactions
  • Tax Exempt Bond financing

Mergers and Acquisitions

  • Joint ventures and strategic alliances
  • Asset and stock purchases
  • Drafting and negotiation of contracts and agreements
  • Merger agreements

International Business Transactions

  • Capital formation, both in the United States and overseas
  • Buying and selling foreign business operations and real estate
  • Joint ventures, strategic alliances, and mergers and acquisitions
  • Registration and protection of intellectual property throughout the world
  • International tax issues
  • Public and private securities offerings and SEC and Nasdaq compliance (including American Depositary Receipts)

International Law

Shipping and Transportation

Representative Transactions

We represented a top International menswear designer in the following transactions:

    • $60 million senior credit facility from a large financial and bank holding company
    • $57 million bond offering underwritten by a large financial and bank holding company
    • $25 million acquisition of 100 year old swimsuit brand
    • $100 million bond offering underwritten by one of the world's largest financial institutions
    • $75 million acquisition of a top International menswear designer
    • $40 million acquisition of two large trademarks
    • $18 million acquisition of an Internationally recognized brand's trademarks

  • We perform all SEC compliance (periodic reports, proxy statements, insider filings, annual meetings and Rule 144 opinions) for a Florida-based developer of pharmaceuticals with annual sales in excess of $500 million. We also represented the developer in its initial private placement, $30 million initial public offering and subsequent public and private securities offerings.

We represented the same pharmaceutical developer in connection with the following transactions:

    • $29 million acquisition of a pharmaceutical sales company
    • $10 million acquisition of an internet medical resources company
    • $500 million tracking stock reorganization
    • $48 million spin-off of the developer's healthcare applications subsidiary
    • $350 million secondary offering

  • Our attorneys acted as general counsel for a Florida-based company providing computer telephony solutions that enable real time, full duplex, telephone quality voice conversations over the Internet. In such role, we performed all SEC compliance (periodic reports, proxy statements, insider filings, annual meetings and Rule 144 opinions) for this technology company. We also represented this same company in its initial private offering, initial public offering and subsequent securities offerings.

We represented the above computer telephony company in the following transactions:

    • $90 million tender offer by a global communications leader 
    • Establishment of a $40 million strategic alliance with a network hardware vendor
    • Establishment of a $15 million strategic alliance with a global communications leader
    • Establishment of a $10 million strategic alliance with a worldwide leader in digital entertainment products for the personal computer and the internet
    • $48 million sale of a communications company to a subsidiary

  • We acted as general counsel for a Florida-based cruise line incorporated in Bermuda. In such role, we performed all SEC compliance (periodic reports, proxy statements, insider filings, annual meetings and Rule 144 opinions) for the cruise line’s international operations. We also represented the cruise line in its initial private offering, acquisition of its initial vessels, initial public offering and subsequent securities offerings.

    We represented the Florida-based cruise line in the following transactions:
    • Restructuring of an operational joint venture with a Hong Kong-based Foundation, which operates the educational Semester-at-Sea program
    • Establishment of an operational joint venture with a publicly traded land-based casino operation
    • Establishment of an operational joint venture with a Mexican company and the Viejas Band of Kumeyaay Indians
    • The acquisition and financing of an $86 million cruise ship with a European banking syndicate and through a private placement of securities

  • We have also represented numerous technology companies and “brick and mortar” companies that have entered the e-commerce arena. The following are a few such transactions:
    • $70 million offshore public offering by an Internet financial service and information company
    • $16 million initial public offering by an online brokerage firm, followed by a $200 million merger of this firm into Omega Research, Inc.
    • $31 million initial public offering by an online e-commerce company (underwriter representation)

  • Our attorneys have also represented a number of foreign companies that have either conducted public offerings in the U.S. market, or have sought to list their shares or American Depository Receipts in the U.S. markets.