Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 60 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
by Richard A. Tulli and George T. Lee III
The Staff of the Securities and Exchange Commission has just released a significant no-action letter, dated Jan. 31, 2014 and revised Feb. 4, 2014 (available here), regarding the application of the broker-dealer registration requirements of the Securities Exchange Act of 1934, as amended, to certain persons who engage in the business of effecting securities transactions solely in connection with transfers of ownership and control of privately held companies.
In this letter, the Division of Trading and Markets, through its Chief Counsel and Associate Director, indicated that it would not recommend enforcement action under Section 15(a) of the Exchange Act if an “M&A Broker,” as defined in this letter, engages in various activities, as described in this letter, in connection with purchases and sales of privately held companies. A critical element of a covered purchase-and-sale transaction is that the buyer or group of buyers must control and actively operate the acquired company or the business conducted with the acquired assets of the company, though the Staff acknowledged that the power to elect executive officers and approve the annual budget (among other things) could constitute active operation.
This no-action letter provides general relief to those persons who comply with the conditions. Unlike most SEC no-action letters, the Staff’s conclusion or advice is not limited to a particular requesting person or an individual set of circumstances.
Although this letter addresses the federal registration requirement, the securities laws of various states, including Texas, include broker-dealer registration requirements. Accordingly, M&A Brokers will also need to assure that they do not face any issues under applicable state securities laws.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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