Corporate

Areas of Focus 

Commercial Finance
From its inception, Manatt has engaged in virtually every aspect of commercial finance. We represent lenders and borrowers in the full range of financing transactions, including:

• Traditional secured and unsecured credit
• Complex leveraged buy-out financing
• Interest rate swaps
• Major syndicated loan transactions
• Asset-based lending
• Factoring
• Letters of credit
• Debt restructuring
• Securitization transactions involving a broad range of assets

Our professionals are adept at addressing complex subordination and inter-creditor issues and represent creditors at all levels of the capital structure. We also work regularly with business combinations and transactions that require special financing, including joint ventures, product and technology licensing, distributorship arrangements, leveraged leasing and synthetic leasing. In addition, Manatt is actively involved in all aspects of real estate finance, including traditional mortgages, development and construction loans, commercial property acquisitions, and equity and debt financing for development of low-income housing.

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Compliance and Reporting 
Manatt helps publicly held clients comply with all federal and state securities laws. When companies go public through initial public offerings of securities, we handle all the reporting issues that arise during the IPO registration process with the Securities & Exchange Commission. We also help established public companies with all SEC reporting requirements, including the preparation of 10-Ks, 10-Qs, proxy statements and similar documents. Disclosure has become a key compliance issue, and we guide clients through the complexities that govern forward-looking statements, securities analyst briefings and Internet web site disclosure. We also help establish insider trading policies and monitor ongoing compliance with them.

On the broader issues of corporate governance, our attorneys are skilled at designing and implementing comprehensive compliance programs and keeping them active and effective. We ensure that these meet the requirements of the U.S. Sentencing Guidelines for Organizational Defendants and reflect the newest factors used by the Criminal Division of the U.S. Department of Justice to decide whether to initiate business crime charges. Our attorneys also help clients avoid criminal and regulatory exposure by conducting corporate investigations and compliance audits, and ensure that they conform to Sarbanes-Oxley certification procedures.

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Emerging Companies Finance 
We represent emerging businesses and investor groups in every stage of development financing, from initial capitalization through going public. Manatt attorneys advise many start-up companies, as well as high technology and biotechnology companies on business formation, venture capital funding, intellectual property, tax and employment issues. We also help venture investors create funds in the form of limited partnerships, limited liability companies and other investment vehicles, advising them on all tax and securities law issues. Once an emerging business is established, we help handle all the operational problems that occur from day to day.

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Entertainment Finance 
As part of Manatt's renowned entertainment practice, our attorneys help many nationally and internationally known independent motion picture producers and production and development companies, as well as banks and other financiers, with the details of financing film and other entertainment ventures. Whether the financing need is for a single picture or the operation of production companies, we are skilled at lining up traditional financing through public and private securities offerings, as well as alternative methods that include:

• Co-production and similar financing agreements with studios and international production and financing entities
• Pre-sales of domestic and international exhibition, distribution and exploitation rights
• Complex borrowing formulas based upon distribution commitments
• Private financing by institutions and venture capital funds
• Securitization of royalties and intellectual property rights

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Financial Institutions 
Manatt was founded with a special emphasis on advising banking and financial service clients. Today we are one of the leading banking law firms in the United States, and represent numerous commercial banks, holding companies, foreign banks, savings institutions, mortgage lenders, finance lenders, credit card issuers and industrial loan companies.

Banks and financial institutions raise and lend money in a complex, closely regulated global business environment. We understand their transactional work, operational concerns, regulatory requirements and commercial and consumer customers, and help financial institutions achieve maximum competitive advantage with creative counsel on:

• Mergers and acquisitions
• Holding company formation
• Regulatory and legislative representation
• Charter conversion
• Loan documentation
• Loan workouts
• Branch sales
• Governance of troubled institutions
• New product development

We help our financial institution clients raise capital through SEC-registered public and private offerings of equity, debt, convertible and preferred securities. Our attorneys use excellent working relationships with national, regional, foreign, and boutique investment banking firms to raise capital and to represent lenders in traditional secured and unsecured credit transactions, interest rate swaps and other derivatives, major syndicated loan transactions, factoring, letters of credit and debt restructuring.

In addition to our expertise in capital market transactions, we represent lenders and borrowers in virtually every aspect of commercial finance, and can assist with:

• Traditional secured and unsecured credit
• Interest rate swaps
• Major syndicated loan transactions
• Letters of credit
• Debt restructuring
  

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Financial Restructuring
Restructuring or workout is often the best solution for creditors and debtors, because it avoids lengthy and expensive litigation and bankruptcy proceedings. We represent creditors in complex workouts, focusing on preserving their rights and their collateral by using the most appropriate and effective asset recovery strategy:

• Cash collateral proceedings
• Debtor-in-possession financings (including roll-ups)
• Section 363(f) "free and clear" asset sales
• Loan modifications
• Nonjudicial foreclosures
• Asset sales under the Uniform Commercial Code

We have special strength in matters involving complex collateral packages and multiple jurisdictions. We also undertake out-of-court restructurings that can include asset sales or general reorganization. Using Manatt's broad multidisciplinary resources, we can secure temporary bridge loans, renegotiate vendor and customer agreements, and work with valuation experts to maximize returns on the sale of both physical and intellectual assets.

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International Transactions and Finance 
Manatt has extensive experience in representing clients in both inbound and outbound international transactions. We represent some of the world's largest multinational banks, industrial companies, trading companies and high net worth individuals as they pursue investment opportunities, or otherwise do business worldwide. We serve as a single source for legal services in any transaction, whether it involves trade financing, direct investment, or the establishment of offices and distribution networks.

As business and investment opportunities have expanded in other countries for U.S. businesses, we help our clients take advantage of opportunities by advising them on:

• Direct investments in foreign enterprises
• Joint ventures with foreign partners
• Long-term contracts involving local infrastructure projects
• Project financing
• Guarantees and political risk insurance
• Negotiations with foreign banks and host governments
• Structuring of equity and debt financing

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Private Offerings
We are nationally known for representing issuers and placement agents in many types of private offerings. Other law firms often call on us as special counsel to structure a complex offering or resolve a securities problem unique to the laws of a given state. Among the many clients and activities for which we handle private placements are:

• Technology companies
• Real estate developers
• Energy exploration and development projects
• Manufacturing and distribution corporations
• Financial institutions
• Motion picture and music productions
• Agricultural businesses
• Research and development partnerships

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Public Offerings 
Manatt represents issuers and investment banking firms in connection with public offerings of equity and debt securities, including combinations of equity and debt and other hybrid securities. We often help clients find qualified sources of investment banking services, particularly on behalf of emerging companies that are making initial or secondary public securities offerings. And for all clients we handle the details of federal and state regulatory approvals and filings.

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Structured Finance and Securitization 
Manatt is a recognized leader in structured finance and securitization transactions. We have served as counsel on many billions of dollars worth of asset-backed offerings in markets worldwide, representing issuers, underwriters, servicers, sellers and trustees. The investment vehicles that we structure are based on a wide range of financial assets:

• Residential and commercial mortgages
• High yield bonds
• Music royalties
• Bank loans
• Automobile loans
• Credit card and other receivables

Our corporate finance lawyers have helped structure a wide range of financing and investment vehicles using pooled and securitized assets, such as real estate and performing and non-performing loan portfolios. These take the form of various mortgage-backed structures, real estate investment trusts, limited partnerships and other types of syndication. We structure these transactions to help our clients achieve tax benefits, capitalize on the latest developments in financial institution regulations and accomplish forms of regulatory arbitrage. Finally, we use our experience in asset-backed transactions to create innovative credit enhancement for clients. These include the use of:

• Multiple levels of subordination
• Cash collateral, reserve or pre-funding accounts
• Third-party credit enhancers that provide credit insurance or surety bonds
• Interest rate swaps and other credit derivatives

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