Corporate & Finance Practice Group
The attorneys within Diserio Martin’s Corporate & Finance Practice Group cover a full spectrum of corporate and financial transactions important to businesses today. Because of our transactional engagements, we have developed a keen vision of the issues that confront organizations, which allows us to develop creative and constructive solutions. We combine the intelligence of different specialty areas to provide full transactional support, which means our clients directly benefit from our deep bench of expertise.
Commercial and Retail Leasing
Within the Corporate and Finance Practice Group, Diserio Martin attorneys have a well-established reputation in commercial and retail real estate and advising landlords and tenants on the complex legal, technological and business issues that confront sophisticated property owners and users of commercial and retail spaces throughout Connecticut and New York State. In our role as outside counsel to many companies, we also work closely with in-house corporate departments and outside consultants to address and achieve their strategic and day-to-day needs in all aspects of retail and commercial real estate law, including:
- Office, industrial, retail and shopping center leases
- Ground leases
- Subleases
- Assignments
- Reciprocal easement and access agreements
- Licenses
- Extensions
- Substitutions and expansions
- Lease amendments and restructurings
- Property management agreements
- AIA Construction Agreements
- Other lease-related documentation
Corporate Finance and Securities
Diserio Martin attorneys represent issuers and investors in private securities transactions ranging from two-party, 50/50 joint ventures to joint ventures involving multiple participants. We have represented numerous clients in Corporate Finance and Securities litigation, helping our clients address complex legal issues and minimize risk. These clients rely on our experienced and creative Corporate Finance and Securities law counsel to negotiate a wide variety of corporate and financing transactions, including:
- Public and private mergers, tender offers, proxies, and other change of control and acquisition transactions
- Joint venture structure (partnership, corporation, limited liability company, purely contractual relationship, etc.)
- Corporate structure liability, tax, governance and other implications
- Business credit transactions
- Secured and unsecured loan transactions
- Revolving lines of credit
- Term loans
- Asset based lending
- Debt restructures, equity offerings, workouts and other post default transactions
Given the critical role technology and licensing arrangements play in joint ventures and strategic alliances, we also include attorneys from our Intellectual Property practice area when structuring and documenting joint venture transactions.
Debt Finance
Diserio Martin attorneys represent both borrowers — including established entities to privately held start-ups and emerging growth companies and lenders — including banks, pension funds, mezzanine lenders and private equity funds. Our clients rely on our experienced and skilled Debt Finance team to work within the Uniform Commercial Code and other applicable state and federal laws governing secured transactions (including security interests in intellectual property, in non-UCC collateral and other collateral governed by federal law) to provide counsel for:
- Acquisition loans
- Mezzanine financings
- Term and revolving credit facilities
- Working capital loans
- Mortgage warehousing loans
- Senior and subordinated debt instruments
- Project financing
- Lease financing (capital lease programs, leveraged leases and synthetic leases)
- Asset securitization transactions
- Syndicated loans
- First and second lien facilities
- Real estate financing transactions
- Intercreditor agreements
- Subordination agreements and security documents
- Creation and perfection of liens and security interests
Mergers & Acquisitions
Clients using the services of the Diserio Martin attorneys in the Mergers & Acquisition practice area range from individuals to international private companies in connection with both negotiated and unsolicited transactions in every major industry, including information technology, financial services, construction , chemicals, telecommunications, healthcare, and entertainment and hotel. Our Mergers & Acquisition practice is bolstered by our experience in corporate governance matters — we routinely counsel boards of directors and executive officers regarding significant transactions, disclosure issues and internal investigations. Clients look to us for counsel in merger and acquisition transactions of all sizes, including:
- Acquiring companies
- Structuring and negotiating transactions
- Divestitures
- Partnership arrangements, joint ventures and strategic alliances
- Buyouts
- Senior, mezzanine and equity financing
- Corporate Governance
Mezzanine Finance
Attorneys within the Diserio Martin Mezzanine Finance practice area represent equity investors, senior lenders, and borrowers in a broad range of investment and other transactions. Our comprehensive expertise offers clients the full spectrum of the legal tax, financial, and business considerations that bring unique perspective to complex financing and business combination transactions, including:
- Formation and administration of venture capital and mezzanine funds
- Bridge Financing
- Financing of management buy-outs and other leveraged acquisitions
- Financing for growth capital, recapitalization, portfolio purchases and sales
- Financing for bankruptcies and workouts
- Fund structuring
- Preparation of offering documents
- Securities law compliance, ERISA and other regulatory compliance
Given their depth of expertise in all aspects of complex financial transactions, our Mezzanine Finance attorneys are also active in our firm’s Real Estate Private Equity and Debt Finance practice areas.
Real Estate Private Equity
Real estate deals have grown increasingly complex, involving a wide range of investors and capital structures with multiple layers of equity and debt. These transactions demand legal sophistication and broad industry knowledge. The multi-disciplinary team within the Real Estate Private Equity practice area represents private equity funds, developers and other market players in real estate, corporate, tax and other related legal specialties. We have expertise in virtually every asset class, including hotels, office buildings, retail centers, industrial facilities and residential and mixed-use projects and provide a wide arrange of services including:
Structuring and negotiating investment vehicles
- Acquisitions and dispositions
- Mortgage and mezzanine financings
- Joint ventures
- Credit facilities
- Preferred equity
- Other transactions related to real estate projects
Start-Ups and Emerging Companies
Many of Diserio Martin’s business clients are start-ups and emerging companies — privately or closely held entities with management and ownership issues distinct from larger companies. Our attorneys know business owners expect their counsel to be both knowledgeable about the client’s business and sensitive to providing immediate and effective solutions to their legal needs, and provide services including:
- Purchase agreements
- Business organization
- Entity formation and governance
- Venture capital and other forms of funding
- Shareholder and operating agreements
- Business sales/acquisition
- Tax advice
- Management succession
- Personal estate planning
- Professional consulting agreements
