Corporate and Securities

McKennon Shelton & Henn’s corporate practice offers an attractive alternative to “big firm” representation. As a boutique practice comprised of experienced, business-savvy attorneys, our firm can handle complex matters efficiently and economically while providing exceptional service.

Transactional Services:
Business transactions form the core of our practice. Each of our partners has 9-37 years of experience and has handled major transactions at a large, prestigious law firm. Our firm understands how to get deals done expeditiously and at a cost that makes business sense.

Our firm provides representation for the following transactions, among others:

• Mergers and acquisitions
• Debt and equity financings
• Licensing and other technology transactions
• Strategic alliances, joint ventures and other partnering transactions
• Leveraged buy-outs
• Divestitures and dispositions
• Restructurings and recapitalizations
• Sales of businesses

General Corporate Services:
Many of our clients retain us to act as their “outsourced in-house counsel.” This arrangement has three principal benefits: (i) our firm develops an in-depth familiarity with our client’s business, culture and legal needs; (ii) we develop a long-term relationship, which facilitates efficiency of service; and (iii) we become an integral part of our client’s management team. General corporate services we provide include:

• Startup counseling
• Formation of corporations, LLC’s and other entities and preparation of related documentation
• Restricted Stock Purchase Agreements and other founder agreements, operating agreements and limited partnership agreements
• IP agreements, including IP assignment agreements, licensing agreements, confidential information and inventions assignment agreements and terms of service/use and privacy policy
• Employment and consulting agreements
• Stock option plans and related documentation
• Commercial contracts, including services agreements, strategic partnering and joint-venture agreements, vendor/supplier agreements and reseller agreements
• Structuring of equity ownership, including vesting issues
• Corporate governance, including board of director matters and stockholders’/voting agreements
• Leasing and other real estate matters

Securities:
Securities laws are complex and require experienced attorneys to help navigate them. Non-compliance with applicable securities laws could result in serious adverse consequences, including a right of rescission for the security holders (i.e., the right to get their money back, plus interest), injunctive relief, fines, penalties and possible criminal prosecution. Our firm has a strong team of experienced attorneys who assist clients in the following securities-related matters, among others:

• Seed financings, including “friends & family"
• Angel and venture capital financings
• Debt financings
• Private placements, including drafting private placement memoranda and related documentation
• Crowdfunding
• SEC and state securities law filings and compliance
• Stock purchase agreements, subscription agreements and “accredited investor” documentation
• Securities law audits and rescission offers

Representative transactions include:

• Representing private equity sponsor in connection with the acquisition of an industrial manufacturing company, including four add-on acquisitions totaling approximately $23 million in assets and related senior and subordinated debt financings.
• Representing industrial food manufacturer in connection with the refinancing of its $55 million senior secured loan facility and other general corporate and real estate matters.
• Serving as general counsel to a SaaS technology company including representation in all equity financings and employment and commercial arrangements.
• Serving as general counsel to internet companies, including representation in sale of Series A Preferred Stock, negotiation of leases, licensing matters, international franchise and other agreements.
• Representing private equity sponsor in connection with the $92 million acquisition of an industrial food manufacturer, including capitalization of a new company with equity and senior debt, as well as negotiation of shareholder and employment agreements.
• Serving as outside general counsel to start-up internet companies, including advice and representation regarding formation matters, founder arrangements, software development agreements, IP protection and equity financings.
• Representing acquirer of national franchise business and related SBA financing matters.
• Representing various early stage investors in connection with equity financings of technology companies.
• Representing equity sponsor in connection with the $56 million leveraged buyout of an oil change and lubrication business, including the issuance of senior and subordinated indebtedness.
• Representing various mezzanine lenders in connection with a $25 million investment in a discount clothing retailer in return for secured “Term C” notes, unsecured senior subordinated notes and warrants to purchase common stock.
• Representing equity sponsor in connection with the $28 million leveraged buyout of a catalog company, including the issuance of senior and subordinated indebtedness.
• Representing equity sponsor in connection with the $20 million leveraged buyout of a specialty metal manufacturing company, including the issuance of senior and subordinated indebtedness and a sale/leaseback financing transaction.
• Representing a senior lender in connection with $27 million secured loan to a hospice company consisting of a revolving credit facility and term loans.
• Representing a mezzanine lender in connection with purchase of $27 million of subordinated notes and preferred stock.

Litigation:
The attorneys at McKennon Shelton & Henn have extensive experience in litigating corporate, commercial, civil rights, employment and education law matters. Given our vast knowledge and big-firm background, we are able to offer clients skillful representation with respect to matters involving commercial and business disputes and those involving complex litigation. Our attorneys have represented clients in federal and state court, before administrative agencies and in arbitration and mediation proceedings.

Firm attorneys utilize their skills and familiarity in a wide range of practice areas in an effort to work with clients to avoid litigation wherever possible. While litigation is sometimes inevitable, the attorneys at MS&H are sensitive to the toll litigation can take on our clients. To that end, our attorneys are skilled in arbitration, mediation and other alternative dispute resolution methods. When trial is necessary to achieve the goals of our clients, our attorneys draw from their depth of experience to provide invaluable insight on trial strategies best suited to realizing the most favorable outcome.