Corporate Experience
General business counseling, including the preparation of:
- articles of incorporation, bylaws, shareholder agreements, partnership agreements, LLC operating agreements
- employment agreements and non-competition agreements
- stock option and restricted stock plans
- intellectual property licenses
Purchase, sale and combination of businesses, including:
- acquisition by The Trane Company of the central air conditioning business of General Electric Company
- acquisition by Trane of Tyler Refrigeration Corporation
- sale by Trane of a 70% interest in Trane’s South African manufacturing subsidiary to a South African corporation, with accompanying technology licensing and distributorship arrangements
- merger of Trane’s Brazilian manufacturing subsidiary with another Brazilian corporation
- joint ventures of Trane with local manufacturing companies in India, Malaysia and Colombia
- acquisition of Trane by American Standard Inc.
- acquisition by Edison Brothers of the 240-store J. Riggings division of U. S. Shoe Corporation
- acquisition by Edison of leasehold rights to 225 locations of Foxmoor Specialty Stores, a subsidiary of Dylex Limited
- acquisition by Edison of Webster Clothes, Inc., a publicly-held 128-store menswear chain
- acquisition by Edison of Dave & Buster’s, a chain of restaurant and entertainment complexes
- over twenty acquisitions by Edison during a four-year period of regional Big & Tall menswear chains
- various foreign acquisitions by Edison, including menswear businesses in Canada and Mexico
- sale by Edison of its 88-store Joan Bari accessories chain to F. W. Woolworth Co.
Debt and equity financings, including:
- revolving credit agreements for Trane and Edison, secured and unsecured
- private placements of Senior Notes by Edison with different groups of institutional investors
- industrial revenue bond issues for construction of distribution centers
Other corporate matters, including:
- SEC reporting (preparation of 10-K, 10-Q and 8-K reports, proxy statements, annual and quarterly reports to shareholders, and Section 16 filings)
- 2-for-1 split of Edison’s common stock
- spinoff by Edison to its shareholders of its Dave & Buster’s subsidiary
- reorganization of Edison and its domestic subsidiaries under Chapter 11, including preparation of initial bankruptcy petitions and court orders, negotiations with creditors and equity holders, structuring of a plan of reorganization and general shepherding of the process