Edwards, Angel, Palmer & Dodge LLP

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Business Law

The hallmark of the Business Law practice is our shared commitment to advancing our clients' business goals. We learn and understand our clients’ businesses and provide guidance that is practical and sensitive to our clients' concerns. Our lawyers place a premium on client service including hands on partner involvement, responsiveness and value of services. We approach transactions in a collaborative manner. We strive to develop optimal solutions to legal challenges.

Private Equity / Venture Capital

Our private equity and venture capital practices are at the core of the Firm. We practice on a global scale and have been recognized by the Dow Jones Private Equity Analyst as one of the most active practices in the United States in each of the last three years, with an aggregate of over 700 transactions closed. We have represented some of the earliest pioneers as well as the cutting edge players of today. Our private equity clients include funds, management teams, buyers, sellers and lenders. We advise them on all aspects of buyouts, portfolio company operations, strategic initiatives, and exit transactions. Our venture capital teams represent funds and venture backed companies, as well as their founders, from formation through financing and exit.

Top tier funds and companies pursuing a private equity or venture capital deal turn to us for some of the largest and most complex transactions because of our legal experience, knowledge of industry and financing trends, business insight and network of contacts. We maintain a preeminent position in middle market buyouts and life sciences, with special expertise in handling deals involving financial services, media and telecom, technology, healthcare and business services.

Our substantial deal volume combined with our specific industry positions allow us to provide creative and pragmatic advice regarding deal structures, industry trends and market terms. Our client service is marked by hands-on partner involvement, with a premium on responsiveness, collaboration and value-added expertise.

Our complementary fund formation practice, described in greater detail below, handles the formation of private equity and venture capital funds, as well as representation of limited partners.

Mergers & Acquisitions

We represent clients worldwide and have one of the leading M&A practices among major law firms. With more than 75 M&A lawyers, we can assemble an interdisciplinary team with the breadth and depth of experience and capabilities necessary to guide our clients through any merger, acquisition, divestiture or other strategic transaction such as a joint venture, leveraged buyout and spin-off. Our seasoned, multi-faceted teams work side by side with our clients in evaluating both the opportunities and the risks presented by a transaction. We advise our clients on all aspects of a transaction including structural, regulatory, securities, financing, tax, benefits, employment, corporate governance and antitrust issues and help our clients achieve their business goals while complying with the complex legal and financial requirements of these transactions. We represent public and private companies of all sizes and understand the differing needs of our public and private company clients and our attorneys bring that perspective to the engagement. Our experience includes advising acquiring and target companies and their boards of directors and special committees, lenders, executives and investment bankers. Our practice also includes representing numerous clients across various industries in their acquisition of distressed companies or assets of distressed companies. Our overall experience in mergers, acquisitions, divestitures and other strategic transactions, also includes industry-specific knowledge in sectors such as Banking, Insurance and Financial Services, Consumer and Commercial Products, Gaming, Healthcare, Life Sciences, Manufacturing, Media, Broadcasting and Publishing, Technology, and Telecommunications.

Debt Finance and Capital Markets

Our Debt Finance and Capital Markets practice is the largest among law firms in the Boston area. Our Boston, Providence, New York, Hartford and London offices actively serve debt finance clients throughout the world. We represent diversified global financial institutions, banks, finance companies, insurance companies, hedge funds and other institutional lenders, including Bank of America, CIT, JPMorgan Chase Bank, TD Bank, RBS Citizens, and Wells Fargo. We represent most of the 10 largest banks in the United States. We also regularly represent private equity firms in M&A transactions, financings, recapitalizations and restructurings. Our lawyers are actively engaged in national and international syndicated credit facilities(mid-cap, large-cap, and investment grade), mezzanine and second lien financings, high-yield and convertible debt, DIP and exit financings, and tax-exempt and asset-based financings of all kinds. Most of our lawyers have specialized industry experience. The Debt Finance and Capital Markets group works closely with our Restructuring and Insolvency practice. Our bankruptcy lawyers in Boston and New York have been involved in many of the largest bankruptcy cases in the country. Prominent among our industry specialties are media and communications, telecommunications, healthcare, life sciences and biomedical devices, technology and financial services.

Securities Offerings and Public Company Counseling

Industry leaders and growth companies alike rely on us to help access the capital markets to fuel growth or provide investor liquidity. We represent companies in all types of registered and securities offerings and general finance activity, including: IPOs; follow-on offerings and shelf registrations; registered direct and confidentially marketed public offerings; committed equity lines; PIPE transactions and other private placements; Rule 144A offerings and exchange offers; high-yield and convertible debt offerings; debt exchanges and other restructurings; and cross-border and non-US offerings. We handle these complex offerings efficiently and with the sophistication needed for successful execution. During the last few years, we have helped our clients raise billions in capital market transactions. A significant part of our practice is preparing companies for, and guiding them through, successful capital raising opportunities. For our private company clients, this includes preparation for potential liquidity events. We also represent the underwriters and placement agents that participate in these offerings.

We are at the forefront of advising publicly traded companies and their directors and officers on complying with regulatory requirements and the evolving best practices in disclosure and corporate governance. We also counsel independent board committees in change in control and affiliate transactions and in connection with regulatory matters and shareholder litigation.

In addition to capital raising transactions and corporate governance matters, our clients look to us for sophisticated advice on topics such as: public and private tender offers; disclosure and SEC reporting requirements; mergers, acquisitions and dispositions; shareholder rights’ plans, proxy contests and anti-takeover planning; internal investigations and enforcement actions; executive compensation and severance; ERISA and other employee benefits; securities trading by directors and officers; resale of restricted securities; and stock repurchases and financial restructuring.

Start Up Companies

We understand the special needs of entrepreneurs. We also understand the extraordinary passion that innovators bring to their ideas and their need to build value quickly. Our start-up clients demand practical, cost-effective and strategic advice on many critical issues including, company structuring, fund raising, employment issues, equity compensation, intellectual property protection, licenses and collaborations, web site privacy statements and terms of use, and data security regulations. Our mission is simple. From incorporation through important milestones, we strive to create value by providing superior legal advice and business counsel to protect and advance the interests of our clients. Our culture of respect and professional excellence are key factors in how we respond to our clients' needs. We have a strong commitment to supporting entrepreneurs and innovators who are looking to start and grow new businesses. We also recognize that the cost of high-caliber legal services – an essential component in building the foundation of a strong business – can be daunting. With that in mind, we provide substantive assistance to promising entrepreneurs and innovators through our EAPDHIT (Helping Innovators Thrive) program and through our support of community entrepreneurial programs. Our focus on assisting innovators involves many of our core practice areas including, Formation, Financings, Licensing, Collaborations and Strategic Alliances, Protection of Intellectual Property, Preparing for Liquidity, Tax, Executive Compensation and Benefits, and Cross Border.

Life Sciences

We have been at the forefront of life sciences for more than 25 years, and have more than 100 lawyers (a significant number of whom have advanced degrees) advising clients in this industry. Large pharmaceutical companies and emerging biotech companies turn to us on a variety of projects, including intellectual property counseling and litigation, licensing and collaboration, mergers and acquisitions, capital raising, FDA counseling and international partnering. We represent companies in all stages of development from start-up through venture financing to publicly traded industry leadership. Pharmaceuticals seek our advice in the following areas: Private Equity and VC Financing, Intellectual Property Advising & Counseling, Licensing and Collaborations, Corporate and Securities, Mergers and Acquisitions, FDA regulatory and International.

Fund Formation

Our international fund formation experience ranges from the representation of general partners raising first-time funds, to reviewing and negotiating dozens of fund partnership agreements on behalf of institutional limited partners. Our lawyers know the private equity and venture capital business, not only from a fund-to-portfolio company perspective, but also from a fund-to-limited partner one. Our expertise spans the full range of external strategic and structural issues which affect the formation of private equity and venture capital funds, as well as internal fund management compliance and operational issues and arrangements. We advise our limited partner clients on a wide range of issues, including market trends, new approaches to, and standardization of, due diligence and fund document review, negotiation with fund sponsors, and side letters. Our experience with the problems and pitfalls that can occur over the life of a fund is evident in the advice that we give our fund clients when structuring new funds, and preparing and negotiating limited partnership agreements and other fund documentation.

Cross Border/Emerging Markets/South Asia/Central and Eastern Europe
We represent US clients in their activities worldwide, including emerging markets, as well as clients from dozens of countries in activities throughout the United States. Our internationally-experienced attorneys recognize the idiosyncrasies of globalization and simplify international business initiatives for our clients. Our clients recognize and rely on our ability to effectively bring together appropriate parties from opposite ends of the earth to help them successfully achieve business ventures. We pride ourselves in providing seamless, comprehensible, cross-border advice, bridging legal systems, customs, languages and terminology. The team understands the operational needs of established global business, as well as the needs of companies taking their initial step outside their home country.

Healthcare

Our Healthcare group provides sophisticated legal services to a broad array of clients across the country, ranging from large academic medical centers and health systems to small practices, licensed facilities of all types, and suppliers of equipment and services. We provide M&A, securities, litigation, corporate, labor and employment, information technology, HIPPA compliance, intellectual property, finance and regulatory services for both individual and corporate clients. We strive to be sensitive to the complex decisions our clients face as they continually balance the resources and needs of their institutions and businesses against the often seemingly conflicting demands of state and federal governments. Our healthcare practice also encompasses the complete spectrum of traditional matters that affect those associated with the healthcare industry.

We represent lenders on a national scope in a variety of healthcare-related credit facilities, including tax-exempt financings and conventional ABL and cash-flow deals for senior living facilities, hospital systems, group purchasing systems for hospitals, physician groups, academic and for-profit medical centers, third party administrators and insurers, laboratories and pharmaceutical and medical device companies. Our familiarity with the issues arising in these financings allows for advice tailored to the nuances and specialized issues inherent in this area. These financings include takeover financing, acquisition lines, construction finance, working capital lines of credit and tax-exempt financings. We also have significant experience representing underwriters and issuers in healthcare transactions and in healthcare workouts and bankruptcies, including DIP financings and 363 sales on behalf of lender and sponsor/buyer clients, in particular.

We have one of the nation’s largest bond counsel practices and are one of the few major general practice law firms in the US devoting a substantial portion of its practice to public finance law. In 2008, our Public Finance Department ranked in the Top Ten nationally among all firms providing bond counsel services in the US. A major part of our bond counsel practice is devoted to financings for hospitals and other healthcare providers. During 2008 alone, the Firm served as bond counsel on over $1.29 billion in healthcare-related bond transactions.

Technology

We advise companies and entities that invest in, develop, manufacture and sell products and services involving computer software and hardware, telecommunications, the Intranet, electronics, materials science, and energy and clean technologies. These technology businesses share several challenges, including global expansion and competition; protecting critical intellectual property; solving human resource issues caused by rapid growth; responding to changes in the marketplace and regulatory environment; and raising capital to fuel growth. We provide integrated services in these and other specialties which are critical to the growth and success of our clients.

Licensing, Collaborations, Joint Ventures & Strategic Alliances

We advise business organizations worldwide on a wide array of licensing and strategic alliances including; in-licensing and protection of core technology; out-licensing and commercialization of core and non-core technology; product development collaborations and joint ventures; manufacturing, supply and commercialization arrangements; transactions with institutions such as universities, hospitals and governmental agencies; and trademark and copyright licensing. Our clients look to us for strategic advice and help with structuring and negotiating deals. We work closely with our clients to understand their business objectives and to provide creative, cutting edge, and pragmatic business and legal insight to enable them to achieve their business goals. Our clients rely on our industry-specific and substantial depth of experience to efficiently structure and complete complex transactions. The advantages we bring to our clients include; integrated cross-disciplinary teams: patent law, corporate and securities law, tax law, international law, and regulatory compliance; attorneys with extensive licensing, strategic collaboration and cross-border experience; attorneys with extensive industry experience including biotech, pharmaceutical, medtech, health care, software, internet, IT and telecom; and the ability to work efficiently with companies in all stages of development.

Energy, Infrastructure & Cleantech

Our Energy group represents independent power producers, investor-owned utilities and other energy providers, developers, lenders, underwriters, private equity funds, lease equity and other financial organizations, governments and agencies involved in energy and infrastructure projects, as well as manufacturers of cleantech and other energy-related products and services. These clients engage in a wide range of activities across the energy sector including acquiring and managing energy assets and energy-related companies and investing in and providing financing to energy projects and clean technology companies. Our representation of such diverse energy-focused clients has given our Energy group the experience to provide value-added service to complex and challenging transactions in the energy space. We are experienced with all types of fossil-fueled electric generation facilities and a range of alternative energy projects, including biomass, biofuels, hydro-electric, solar, wind and “smart grid” and other energy-efficient projects. The Energy group coordinates and integrates attorneys from all of our practice areas, such as project finance, M&A, corporate, patent/intellectual property, venture capital and private equity, public securities, insurance/reinsurance, bond and municipal finance, anti-trust, bankruptcy, environmental, litigation, real estate and tax to provide comprehensive legal advice to our energy and clean technology industry clients.

Banking & Financial Institutions

We provide financial institutions first-rate legal advice from lawyers with diversified skills, who practice on a daily basis in the constantly evolving and heavily regulated world of financial services. The complexity of the legal advice required for financial institutions today is exceeded only by the confusing jumbled references to the various laws and governmental agencies that regulate our clients. We utilize the experience of all of our different practice groups in working with our financial institution clients in all aspects of their strategic planning and business execution. Our broad knowledge of different industry sectors, substantial interdisciplinary experience and our excellent relationships with regulatory agencies allow us to provide strategic, practical and innovative advice on current legal and business issues. We provide guidance to fit each individual client’s needs and style.

Gaming

We have counseled US and international clients in the gaming industry for over 18 years. We advise manufacturers of hardware, such as casino machines and lottery terminals; developers of gaming software, such as lottery games and game graphics; and providers of lottery operating systems, Internet websites and other interactive channels through which wagering, skill contests and sweepstakes are conducted. We have assisted our gaming clients with respect to their financing needs, licensing requirements and compliance obligations, helped them protect their intellectual property, and we have guided clients through numerous acquisitions of other gaming companies, both in the US and internationally. Finally, we have assisted our gaming clients in the formation and operation of joint ventures throughout the world, including Brazil, Italy, Poland, Russia, South Africa, Taiwan and the United Kingdom. New opportunities are arising in the gaming industry as state and local governments seek new ways to earn revenue. Gaming laws and regulations are changing to facilitate these new opportunities. Our breadth and depth of experience in gaming enables us to keep pace with these changes and provide for our clients with comprehensive, current and practical advice, putting them in the best position to achieve their goals.

Labor & Employment

Edwards Angell Palmer & Dodge is a full-service law firm with approximately 550 attorneys. Since the founding of our predecessor firms in the late 1800s, the Firm has steadily evolved into an international law firm with offices in Boston, Massachusetts; New York City; Washington, D.C.; Stamford and Hartford, Connecticut; Madison, New Jersey; Providence and Newport, Rhode Island; West Palm Beach and Fort Lauderdale, Florida; Newport Beach, California; London, UK and an associated office in Hong Kong, China.

The Labor & Employment group is dedicated to effectively representing our management clients in all aspects of their labor and employment law needs. We pride ourselves on working closely with our clients, so that we understand both the legal and business issues at hand. The group is comprised of highly experienced labor and employment law advisers, as well as trial lawyers who appear regularly before federal and state courts and administrative agencies throughout the United States. The group consists of more than 50 lawyers in our twelve offices who represent clients not only in the northeast and along the Atlantic coast, but also nationwide.

Lawyers in our group give our clients practical and sound advice on a broad range of labor and employment law issues faced by employers daily, helping to prevent employment-related disputes from arising. When disputes cannot be avoided, we defend employers who are sued by their employees before state and federal courts and administrative agencies. Our litigators are well seasoned advocates who act aggressively to achieve the best possible results for our clients. At the same time, we are efficient and cost-conscious, recognizing that our clients are and should be sensitive to the expense of litigation.

The Labor & Employment group utilizes the experience and training of those within the Firm from other practices when appropriate. This multi-disciplined approach enables us to bring the proper knowledge to each case, while ensuring that one attorney handles each matter from beginning to end. Our experience and commitment to the field of labor and employment law provides our clients with unparalleled service in the following areas:

* Counseling and compliance. Workplace legal issues often arise suddenly and call for an immediate response. When clients seek our advice on employee terminations, workplace threats and other urgent matters, our attorneys are accessible and responsive. We also provide counseling on such issues as hiring practices, drug testing, reasonable accommodation for a disability, interpretation of the leave statutes, and approaches to employee discipline. The Group's attorneys have vast experience handling diverse claims including sexual harassment, wrongful discharge, discrimination under the various federal and state anti-discrimination statutes, fraud, whistle-blowing, unfair competition, protection of confidential information and defamation. We also provide due diligence on employment issues pertaining to mergers and acquisitions. We actively provide advice to clients to avoid the costs and burdens of litigation.

* Employment policies. We draft, review, and help our clients implement hiring procedures, personnel policies and employee handbooks.

* Agreements. We draft and review employment, independent contractor, non-competition, non-solicitation, confidentiality, non-disclosure, severance and separation agreements.

* Reductions in force. We analyze workforce data and help our clients comply with the Worker Adjustment and Retraining Notification (WARN) Act and the Older Workers Benefit Protection Act as they design and implement downsizing programs.

* Internal investigations. Our lawyers routinely conduct, or offer guidance on, internal investigations of allegations of sexual harassment, fraud, or other employee wrongdoing or compliance infractions. We have supervised and conducted numerous high-level investigations of senior executives, including for boards of directors or their special committees. This work is often at the most sophisticated and challenging levels, and may affect or induce serious company decisions, risk assessments and decisions.

* Training. We devote considerable effort to management education and preventative programs. The range of topics includes discrimination, diversity, reasonable accommodation, how to conduct effective internal investigations and how to avoid employment claims before they mature into litigation. Attorneys within the Group also provide training of both supervisory and non-supervisory personnel in all areas of compliance, including prevention of unlawful harassment and equal employment opportunity claims.

* Wage and hour. We counsel employers on the proper classification of employees as exempt or non-exempt under the Fair Labor Standards Act and corresponding state wage and hour laws. We defend our clients in claims for back pay and overtime, including collective actions.

* Administrative proceedings. Our attorneys represent employers in a wide spectrum of matters before the various administrative agencies that regulate employment, including the Equal Employment Opportunity Commission, United States Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration and various state administrative agencies such as unemployment and workers compensation.

* Litigation. While we try to keep our clients out of litigation, we are fully prepared to defend them when they are sued. In handling such cases, we work closely with our clients early on in the process to develop a cost-effective, results-oriented defense strategy. We pride ourselves in creating a “team approach” with our clients, actively consulting with them on all important strategy decisions throughout the litigation process. Whether the goal is expeditious settlement or complete victory, we bring a practical perspective to every case. Specifically, we help our clients investigate and defend ADEA, Title VII, ADA, FMLA and other claims of employment discrimination, wrongful discharge, breach of contract and employment tort claims in state and federal courts.

* Non-competition, non-solicitation and restrictive covenant issues. We routinely advise our clients on the enforceability of non-competition, non-solicitation and restrictive covenant agreements. We have obtained injunctions on behalf of employers to enforce such agreements against former employees. Conversely, we have represented former employees and/or their new employers in defeating requests for injunctive relief brought by former employers with respect to such agreements.

* Labor law capabilities. To help employers stay union-free, we regularly advise our clients regarding proactive union avoidance strategies. In the event of an organizing drive, we counsel our clients through the union election campaign. We help our clients whose employees are represented by a union to negotiate their initial and successor labor agreements, we advise our clients regarding labor contract administration and grievances, and we represent employers in arbitrations, and unfair labor practice charges before the National Labor Relations Board. We also counsel employers to manage their organized workforce to avoid unnecessary disruption, and on how to respond to a strike or other concerted activity.

* Affirmative action. We assist our government contractor clients in preparing affirmative action plans and represent them in audits before the Office of Federal Contract Compliance Programs (OFCCP).

* Workplace safety. Our employment lawyers assist clients in defusing potentially violent workplace situations. We also provide guidance on the requirements of the Occupational Safety and Health Act and the workers’ compensation laws.

* Executive compensation and employee benefits. Our employee benefits and executive compensation practice covers all aspects of current and deferred compensation and benefits for employees of for-profit, not-for-profit, and government employers. The Group includes specialists familiar with employee benefit plans and related benefits issues that implicate ERISA.

* ERISA litigation and regulatory proceedings. We proactively advise and defend our clients in various ERISA litigations, including claims for disability benefits, breach of fiduciary duties, retaliation, as well as regulatory investigations and corrective procedures. We counsel clients on legal developments, as well as the current audit focus of the regulatory agencies, to further minimize potential benefit concerns. Our goal is to resolve benefit issues through non-judicial methods, including claims procedures and available regulatory opportunities whenever practicable.

* Alternative Dispute Resolution. We have a wealth of experience in the many forms of alternative dispute resolution, such as arbitration and mediation, including the structuring of these systems on a company wide basis.

Client Alerts

The group publishes periodic client alerts that highlight issues, legal and business, of interest to employers, and we distribute special advisories regarding major statutory and regulatory developments. We believe these value-added services are not only of great benefit to our clients, but they also ensure that our lawyers stay current and are fully cognizant of the dynamics affecting the evolution of labor and employment law.

Our Clients

We represent private employers in virtually every industry, including telecommunications, banking, financial services, insurance, information technology, software, life sciences, education, construction, manufacturing, entertainment, health care, pharmaceuticals, real estate, retail and publishing. We also represent public sector employers such as municipalities, public agencies and schools. We pride ourselves on gaining a full understanding of our diverse clientele’s particular needs and business cultures.

International Labor and Employment Law

We are one of the founding members of the Employment Law Alliance (ELA), a powerful legal resource consisting of 2,000 of the finest employment and labor lawyers from more than 50 nations dedicated to assisting employers. With a presence in all 50 US states, the District of Columbia, and more than 300 cities around the globe, the ELA is an alliance of creative and innovative lawyers, backed by the strength and resources of some of the world’s finest and most established law firms.

We also participate in the World Law Group, an affiliation of nearly 50 large law firms in 65 countries, and our lawyers chair or co-chair relevant committees that have international labor and employment implications, such as its well recognized Privacy Matters Group. As a result, we have access to specialized labor, employment and privacy counsel on a global basis, in many countries within a phone call’s reach. We have handled or assisted on numerous cross-border employment matters, contracts and disputes throughout the world, including matters involving foreign executives or employees coming to the US for our clients.

Edwards, Angel, Palmer & Dodge LLP
2800 Financial Plaza
Providence RI 02903
Tel: 401 274-9200
Fax: 401 276-6611

The national law firm of Edwards Angell Palmer & Dodge LLP has more than 500 lawyers offering a full array of legal services to clients worldwide with a special industry-based focus in the Financial Services, Insurance and Reinsurance, Life Sciences, Education, Airport, Technology, Complex Litigation and Private Equity/Venture Capital sectors.