Corporate and Commercial

Corporate Legal Services

CORPORATE, COMMERCIAL AND BUSINESS TRANSACTIONS

Coradin Law P.A.’s corporate practice offers a comprehensive menu of corporate legal services to U.S. and international clients. Our practice combines the thoroughness of an international law firm with the efficiency of a boutique local firm.

Whether working on a single transaction or providing on-going General Counsel Services, we make ourselves available when you need us.  From start-ups to billion dollar companies, we dedicate ourselves to protecting your interests and adding value to your business.

Our corporate legal services include the following areas:

Corporate Law and Corporate Governance

 

  • Formation, governance and management of corporations, limited liability companies, partnerships, joint ventures and strategic alliances.
  • Non-Profit Corporations, Charities, Non-Governmental Organizations.
  • Joint Ventures and strategic alliances.
  • Board of directors composition and structure.
  • Director liability.
  • Board committee responsibilities.
  • Conflicts of interest.
  • Director and officer compensation.
  • Multiple classes of shares. Shareholder voting rights. Shareholder minority rights. Non-profit board of directors governance.

Corporate Finance, Capital Markets and Business Start-Ups

  • Private equity financing.
  • Investment fund formation and structuring.
  • Syndicated loans.
  • Collateralized debt obligations.
  • Asset-backed securitization.
  • Offering memorandum and subscription document preparation.
  • Choice of entity.
  • Shareholder structure.
  • Investor relations.
  • Business plan preparation.

Contracts, Mergers and Acquisitions

  • Complex transaction structures.
  • Negotiation, and drafting.
  • Asset sales and purchases.
  • Stock sales and purchases.
  • Stock exchanges.
  • Cross-border mergers and acquisitions.
  • International mergers and acquisitions.
  • Target company due diligence.
  • Reverse-mergers.
  • Leveraged buyouts.
  • Management buyouts.
  • Spin-offs.
  • Pre-merger and post-merger transition planning.
  • Corporate restructuring, legal opinions.

Project Finance, Securities Regulations

  • Project sponsor representation.
  • BOO, BOT, BOOT financing structures.
  • Developing country infrastructure projects.
  • Government concessions.
  • AIA, EPC and O&M contracts.
  • SPV structuring and governance.
  • Anti-corruption (FCPA) compliance.
  • SEC compliance, disclosure  and reporting requirements.
  • Sarbanes-Oxley Act of 2002.
  • Private placements offerings under Regulation D and Regulation S.
  • Rule 144 and Rule 144A resales of restricted or control securities.

International Trade, International corporate and commercial transactions

  • Representation of importers, exporters and distributors.
  • Import controls and compliance.
  • Distribution agreement preparation.
  • Free trade zones.
  • Multi-lingual negotiation and document preparation.
  • Cross-border due diligence.
  • Offshore entity formation.
 

Corporate legal services

Significant Representations

Corporate and Commercial Transactions

  • Representing U.S. solar energy company in two independent power projects. Negotiation of government concessions, project financing, power purchase agreements, EPC and O&M contracts.  Preparing all documentation.  Lead negotiator with government ministries, off-takers, international agencies, and financial institutions.
  • Representing a French investment group in its turnkey real estate service for offshore investors.  Negotiated a joint venture with a property supplier and manager.  Formed acquisition vehicles and prepared all corporate and real estate documents.  Conducted due diligence on commercial acquisitions.  Provided title and escrow services.
  • Counseled Japanese multinational automaker in drive shaft manufacturing joint venture with French automaker.  Drafted JV agreement and interfaced with opposing counsel.
  • Represented Brazilian telecom, in a joint venture with the five Andean Pact countries for the construction of a $100,000,000 satellite by a French manufacturer.  Negotiated, drafted and closed joint venture agreement and satellite construction contract.
  • Advised NY fund in acquisition of a subsidiary of a Canadian mining company, followed by reverse-merger with a TSX-listed mining company.  Drafted and negotiated merger and JV documents.  Prepared Reg. D and Reg. S offerings for US and Canadian investors.  Drafted and negotiated mining concession with the Government of Haiti.  Counseled board of directors on corporate governance, minority rights and shareholder relations.

Financial Services

  • Drafted multi-tranche term loan and revolving credit facilities for Mexican multinational cement manufacturer.
  • Drafted documents and performed closings for European and Brazilian banks in trade financings, letter of credit backed financings, and secured and unsecured bilateral and syndicated credit facilities.
  • Drafted schedules and reviewed ISDA master agreements for Brazilian bank in connection with interest-rate swap agreements and credit-default swap agreements.
  • Advised Japanese automobile finance company on ¥­27,000,000,000 auto loan ABS securitization arranged by a French bank.  Drafted documentation and offering memorandum for medium term note program.
  • Advised Japanese small business finance company on ­¥­100,000,000,000 small business loan ABS securitization arranged by UK bank and insured by US insurer.  Drafted documentation and offering memorandum for medium term note program.
  • Counseled Japanese bank in international syndicate for $1,000,000,000 oil rig project financing in Pakistan.  Reviewed documentation and advised on credit default risk management structure.

Securities Compliance

  • Advised Brazilian bank on its USA PATRIOT Act compliance. Institution of enhanced due diligence, suspicious activity reporting and currency transaction reporting.
  • Advised Brazilian mining multinational on its Sarbanes-Oxley Act reporting requirements.
  • Prepared and filed all of Brazilian telecom’s ’34 Act filings. Periodic reports on Form 6-K and annual reports on Form 20-F.
  • Advised various issuers in private equity offerings under Regulation D and Regulations S. Drafting offering memoranda, term sheets, subscription agreements, investor relations agreements and shareholder agreements.

Corporate and Commercial Transactions

  • Represented owner in launch and expansion of fast food sushi chain in Miami. Stock buy-out of founder, commercial lease negotiations for five locations, and founder’s stockholder relations and corporate governance.
  • Advised early stage “green” lightweight concrete manufacturer in its US launch.  Advised founder on business decisions relating to launch.  Prepared Reg. D offering, and negotiated raw materials supply contract with Mexican supplier and R&D joint venture with Swiss multinational cement manufacturer.

Corporate legal services

 

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