Corporate and Business Law
For more than a century, Briggs and Morgan has served companies, partnerships, investors, investment bankers, lenders, entrepreneurs and others in the structuring, negotiation and consummation of a wide variety of private and public commercial transactions. Our practice is concentrated heavily on mergers and acquisitions, public offerings and private placements for public companies, and emerging companies of varying sizes.
In our corporate and business law representation, Briggs provides transactional and general counsel services to the boards and management of public and private companies regarding matters of federal and state securities law, as well as matters of practical business advice. Our attorneys’ extensive experience enables the firm to assist corporate clients ranging from start-up ventures and family or closely held businesses, to established publicly traded corporations.
Briggs assists clients at every stage with a broad range of corporate and business law services. We carry start-up companies from inception to business planning to initial rounds of private finance; counsel seasoned companies through the creation of corporate policies and benefits plans, the completion of initial public offerings, the filing of periodic reports and the maintenance of shareholder relations; and guide established companies as they conduct additional financing, enter into joint ventures, and execute mergers and acquisitions.
In addition to business formation and financing, Briggs assists clients in management and shareholder issues, executive employment and compensation planning, contractual drafting and negotiation, public company disclosure issues, acquisition strategies, corporate restructuring, tax planning, state and federal securities law compliance, including insider trading policies, intellectual property licensing and protection, corporate investigations, joint ventures.
Briggs’ public offering representation includes a children's broadcasting network, medical device companies, dental distribution products company, direct and home shopping marketers, beverage bottling and brewing, home construction, manufacturer of automated shipping technology, manufacturer of biometric products, operators of proprietary and franchised restaurants, telecommunications equipment manufacturer, manufacturer of medical devices, company engaged in automobile financing, regional air carriers, recycled products manufacturers.
We counsel underwriters in connection with public offerings of debt and equity securities, where client industries include computer hardware, medical device manufacturing, food products manufacturing, CD and software manufacturing, custom beer manufacturing, water purification equipment, animal transportation equipment, aircraft safety devices. We also counsel investors in acquisitions of positions in public companies and related reporting requirements arising from beneficial ownership, such as Schedule 13D and related filings.
In working with publicly held clients, Briggs attorneys are experienced in all aspects of public and SEC disclosures, including the preparation and filing of periodic reports (Forms 10-K, 10-Q and 8-K) and annual shareholder reports and press releases. Our practice also involves follow-on offerings, secondary offerings and offerings of securities under corporate benefit plans (stock option, stock purchase and capital accumulation plans), many of which are “shelf” registrations which remain open for a number of years until all securities or respective registration transactions have been completed.
We also frequently advise clients in relation to anti-takeover measures and assist clients in the planning and execution of annual meetings, special meetings and related proxy statements.
Working with emerging companies is also an important part of Briggs corporate practice. The goal of many emerging companies is to remain privately owned, though others aim for venture capital financing or successive rounds of financings which eventually leads to an initial public offering. In recent years, Briggs and Morgan has worked closely with entrepreneurs and engineers in the technology, medical device, Internet service, computer hardware and software fields with respect to the development and financing of new ventures.
Briggs’ work with entrepreneurial clients often begins with an analysis of the type of entity best suited to meet client objectives, later assisting clients in the initial formation of the ventures, including agreements among founders, license agreements, documentation for the transfer of property and an assessment of intellectual property matters. The initial formation of ventures is usually accompanied by a "seed" round of financing where initial capital is supplied by founders and initial investors. After formation, we assist emerging clients in structuring licensing, manufacturing and distribution agreements; employment agreements; stock option plans; and business acquisition agreements.
As a prominent Midwest firm, Briggs has a long tradition of serving the legal needs of clients. Corporate counseling involves knowledge in a multitude of legal disciplines where we have attracted corporate and business law attorneys with tremendous experience. In most cases, Briggs attempts to structure fee arrangements that correspond accurately with client resources.