Morris Manning & Martin, LLP

Corporate

Our clients rely on the Corporate Practice at Morris, Manning & Martin for full-spectrum legal representation. With 40 years of service to businesses throughout the U.S. and abroad, we have developed operations and best practices to efficiently and comprehensively provide counsel for virtually every corporate need. As a result, our Corporate Practice has been recognized in Chambers USA as a leading corporate practice for many years.

Serving the Spectrum

Our clients know that Morris, Manning & Martin stands for quality and long-term commitment, unparalleled client services, and responsive, intelligent advice. Whether advising a start-up on the benefits of different business entities, a developing firm on funding and financing options, or a mature firm on acquisitions, reporting requirements or divestitures, our clients rely on Morris, Manning & Martin’s consistent best-in-class results to help them stay one step ahead.

Recognition:

  • Ranked as a leading national firm for mergers, acquisitions & buyouts (sub-$500m market) (Legal 500 U.S.)
  • Ranked as a leading national firm for public offerings (Thomson-Reuters)
  • Ranked as a leading national firm for REIT offerings (Thomson-Reuters)
  • Ranked as a leading national firm for venture capital financing (Private Equity Analyst)
  • Ranked as a leading corporate firm in Georgia by Chambers USA, America’s Leading Lawyers for Business
  • Ranked as a leading intellectual property firm in Georgia by Chambers USA, America’s Leading Lawyers for Business

Mergers and Acquisitions

Our industry experience is exceptionally broad, covering virtually every significant regulated and unregulated industry. In just over five years, we have handled nearly 200 transactions with a combined market value of over $10 billion and an average deal size of over $50 million. We handle negotiated purchases and divestitures by public and private companies, tender offers, restructurings, spin-offs, leveraged buy outs, and “going-private” transactions. Our lawyers advise clients on structuring various takeover defense mechanisms, including the adoption of special charter and by-law provisions, shareholder right plans, multiple classes of voting stock and similar devices.

Emerging Business & Technology

We have historically represented entrepreneurs in a wide range of legal matters and focused on the needs of biotechnology, computer hardware and software, green-industry, retailing, distribution and other emerging growth companies. We represent over 300 Technology clients throughout the U.S. and have handled over 350 venture capital financings with a combined market value of over $1.5 billion. We are sensitive to the business objectives and concerns of growing companies; as such our lawyers integrate needed legal services related to entity structuring, corporate finance, mergers and acquisitions, stock options and employment issues, intellectual property, licensing distribution, product regulation and international law.

MMM Tech Law & Business Report

Securities

We represent issuers and underwriters in the full range of public and private offerings of securities. Within the past decade, we have served as counsel in initial public offerings that raised over $12.5 billion and as deal counsel on over 50 additional public offerings and 144A offerings with an aggregate value in excess of $20 billion. We also represent issuers in connection with their ongoing public reporting obligations under the Securities Exchange Act of 1934. Our Securities Practice has a well-earned reputation for creativity and efficiency, and for fostering effective working relationships with securities regulators.

Real Estate Capital Markets

Our lawyers have assisted clients in raising over $25 billion for deployment in real estate ventures. We represent real estate developers and operating companies, financial institutions, pension funds, institutional investors, investment advisors and asset managers with respect to their real estate investments, both in the U.S. and abroad. Our investment and development work touches every real estate asset class, including affordable housing, brownfield, condominium, hotel, industrial/distribution, mixed-use, multifamily, office, resort, student housing, timber and retail.

Finance

We have a broad finance practice (including non-traditional credit areas), which includes representing agents, participants and sole lenders and borrowers in connection with traditional bank financings, project financings, structured financings, real estate financings and securitization transactions, as well as corporate finance transactions and derivatives transactions.

Tax

The Tax Practice is an integral part of the Corporate Practice that aims to develop and implement tax-efficient structuring to satisfy client objectives. Our tax lawyers play a key role in the federal, state, local and international tax aspects of the firm’s corporate transactions.

Industry Savvy

Through our flexible interdisciplinary approach, we can structure comprehensive legal solutions that address the issues our clients face, from the everyday to the unusual. With each engagement, we apply a wealth of industry experience and resources stretching deep into each business category. Clients large and small, public and private, rely on the skill and understanding of lawyers at Morris, Manning & Martin to keep them one step ahead.

 

Key Services:

  • Choice of entity & entity formation
  • Corporate finance
  • Corporate governance
  • Emerging markets
  • Energy & project finance
  • Funding
  • International transactions
  • Mergers and acquisitions
  • Partnerships & joint ventures
  • Private equity transactions
  • Real estate capital markets
  • Reporting requirements
  • Restructuring Securities
  • Stockholder matters
  • Strategic alliances
  • Tax Technology transactions
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Areas of Expertise

Business & Technology Sourcing

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The Morris, Manning & Martin Outsourcing Practice offers a highly specialized skill set, thoroughly integrated with the Firm's legal practices that help clients implement outsourced services and prepare and negotiate complex sourcing transactions.

We provide excellent legal and business assistance to our clients. Over the last 20 years, we have developed a solid understanding of the industries involved and we understand the most successful business strategies. Although we have worked quite extensively with outsourcing suppliers, our primary focus is representing companies seeking to source their services so the company can concentrate on its core competence. We work with our clients and with their other advisors to determine realistic objectives, develop a set of business requirements that will meet those objectives and ultimately achieve a deal that reflects those business requirements. We use a proprietary business process system that is based on traditional business process analysis which we have adapted to legal representation. This means that the process of closing these complex transactions is handled by our firm in a manner similar to how your company handles complex transactions. One benefit is that you receive frequent updates concerning the status of the transactions.

Many outsource services are critical to the mission of your company. We help you plan and implement protections to prevent and remedy failures or defects in the outsourced services. We concentrate on these simple yet very important goals:

  • The contract should allow the customer to monitor and control the continuing services and remedy any defects using a consistent process.
  • The contract relationship must be flexible enough to allow the business imperatives to control the services.
  • Charges must be constrained by the contract and must be predictable.
  • Control of change should be process driven so that the company can adapt to changing market conditions in its industry.

The best way to ensure that a customer’s outsourcing relationship and related complex transactions will succeed is to design the contract so that every phase of the process, from the first meetings with potential suppliers, through the RFP process and into contract negotiations and execution, is clearly set forth and regulated. The Morris, Manning & Martin team will be there with you every step of the way and in every location needed. To date, we have assisted clients obtain services in Eastern Europe, South America, Central America, the Caribbean, India, the Philippines, and China and of course many from companies in the United States.

Requirements for an Outsourcing Contract to Work 

For an outsourcing contract to work, it must help create a lasting relationship that is constructive and fair to both sides. At its core, there are three requirements that must be met to have a successful relationship with an outsourcing supplier:

  • An outsourcing can only be successful if it is built on a solid relationship with mutually agreed upon expectations and requirements.
  • The outsourcing contract and the process it embodies must be based on the requirements of your business. We help you structure the outsourcing process so the controls and services are similar to those you would have if your own employees were providing the services.
  • The executives and employees of your company should never be limited or constrained by the outsourcing so they can accomplish the business goals of your company.

We will help you structure your outsourcing contracts and processes with these requirements in mind. We have developed a process that we use to achieve these goals. We will help you achieve your goals in a way that aligns the supplier’s interests with your needs and requirements.

Business Process Outsourcing (BPO) can range from routine services arrangements for commodity functions to profoundly transformative partnerships and joint ventures that have the power to fundamentally change the way business is done. BPO can deeply affect an organization’s relationship with its customers, its suppliers and, perhaps most importantly, its employees.

BPO is taking a business process that an organization has run, that it owns, and that its customers or employees have come to rely upon, and entrusting it to a third party. The power of BPO is its ability to bring about tremendous financial and performance advantages. The heart of a successful BPO lies in achieving these financial and performance objectives while ensuring that the people most affected—internal and external customers, suppliers, employees—are in control, protected and satisfied with the services. The good news is that with the right legal team working for you, these seemingly inconsistent goals are achievable.

Information Technology is the backbone of modern business, and the corporate world is increasingly choosing to entrust this critical function to outsourcing providers. Although companies outsource IT for many different reasons, such as cost savings, improved service quality and processes, and a desire to focus on core competencies. Unfortunately these goals are often not realized unless the contracting process accurately implements these business goals using realistic legal processes and remedies to keep the interests of the sourcing provider aligned with those of your company. We can help you reduce the chances of failure for your company.

Based on our experience and the success of our clients, we know that an appropriate contract is critical to a successful outsourcing—but not only for the obvious reasons. Let us explain our approach to you. We believe you will want us on your side.

Key Services: 

  • Business Process Outsourcing (BPO)
  • Information Technology Outsourcing (ITO)

Competition Law

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Morris, Manning & Martin’s Competition Law Practice provides a broad spectrum of specialized services including preventive counseling, advice on complex issues and the defense of “bet the company” litigation.

We have tackled difficult competition problems in all sectors of the global economy, including:

  • Controversial mergers and acquisitions implicating various regulatory systems
  • Novel licensing questions
  • Complex defenses of corporations subject to cartel investigations
  • Sensitive internal and government investigations
  • Prosecution and defense of complicated competition claims brought in jurisdictions throughout the United States

The Competition Law Practice works as an integrated team and is particularly experienced in addressing multijurisdictional issues. In addition, in many of our representations, we provide a multidisciplinary perspective to client problems. To serve our clients’ needs, we work closely with our colleagues in other Morris, Manning & Martin practices, drawing upon the knowledge and skills of Corporate, Intellectual Property, Regulatory, Tax and Labor lawyers.

Regulated Industries

Regulated industries give rise to special competition law problems because any legal strategy, whether developed for litigation, for a counseling project or for an acquisition, must take into account not only the principles of competition law, but the interplay of those principles within the legal and administrative framework of the industry. Among the industries in which we have substantial experience are life sciences/healthcare, technology/telecommunications and financial services.

Life Sciences/Healthcare

Morris, Manning & Martin has unique experience and capability in advising Life Sciences and Healthcare Industry clients due to the integration of our Competition lawyers with our Healthcare Regulatory lawyers and Transactional lawyers who concentrate in this industry. Our knowledge of the industry’s regulated context enables us to effectively and efficiently address competition concerns.

We advise clients regarding a wide range of issues, including mergers, acquisitions and licensing; pricing and distribution; and federal and state competition and consumer-protection investigations.

Technology/Telecommunications

We have substantial experience with the range of competition issues faced by companies involved with the technology, media and communications industries. We handle litigation and counseling, as well as mergers and enforcement actions.

Financial Services

Our lawyers have substantial experience with the competition issues that arise in the financial markets, including the securities and commodities markets. We handle government and private litigation (including class actions), as well as investigations initiated by the U.S. Department of Justice and the Securities and Exchange Commission Division of Enforcement. We provide advice regarding joint ventures and mergers and assisted with SEC regulatory issues involving competition issues.

Mergers and Acquisitions/Premerger Notifications

Successful mergers and acquisitions, joint ventures and strategic alliances are built on accurate assessments of potential competitive risks in the United States, the European Union, Asia and elsewhere. As a transaction is planned, the strategy for addressing competition enforcement agencies and other interested government officials must be planned carefully. We have significant experience advising and working with our clients to develop successful strategies for handling competition issues arising in connection with their transactions.

We are experienced with the full range of competitive issues that arise in the merger and acquisition context, including notification filings with appropriate governmental authorities and responding challenges brought by U.S. antitrust enforcement agencies and other U.S. regulatory agencies, state attorneys general and international authorities. We continuously update our experience with and knowledge of U.S. merger and acquisition enforcement policy as represented by the Federal Trade Commission (FTC) and the U.S. Department of Justice, as well as the myriad of other potential enforcers. We also have extensive experience handling mergers and acquisitions in regulated industries, and are particularly sensitive to the need for careful coordination of filings and proceedings with regulatory agencies at both the federal and state levels.

We work with our clients to maximize the chances of regulatory authority approval of each transaction by:

  • Making document submissions in a timely and efficient manner
  • Structuring the transaction to avoid or limit competition problems
  • Working closely with enforcement agency staff to provide relevant information and to resolve its concerns
  • Presenting economic experts to support the client’s position on the transaction’s impact

An important part of client service in mergers and acquisitions is our experience with preparing and filing the Hart-Scott-Rodino premerger notification materials with the FTC and the U.S. Department of Justice. We maintain up-to-date knowledge of the filing regulations and provisions of the premerger notification law.

International Competition

Today’s global economy has had a dramatic impact on competition policy and practice. Increasingly, competition cases possess international aspects, whether because the parties involved come from countries other than the United States, because the conduct at issue is subject to enforcement by multiple authorities, or because criminal or civil discovery has a transnational dimension. Morris, Manning & Martin attorneys successfully anticipate and address the complex issues that arise in these situations.

Our growing international presence allows us to serve non-U.S. companies facing U.S. government enforcement actions and private litigation. We have successfully obtained dismissals for clients based on a lack of subject matter or personal jurisdiction. Where such strategies are unsuccessful, we work closely with non-U.S. clients to develop discovery strategies that take into account the complexity of U.S. discovery for non-U.S. offices and executives. Our experience also allows us to efficiently and effectively represent clients seeking a U.S. forum for their disputes with non-U.S. entities.

When a foreign client faces the possibility of U.S. Department of Justice (DOJ) criminal enforcement, we work closely with the client and DOJ to resolve the matter as quickly and favorably as possible, taking into account the possibility of enforcement from other countries’ competition authorities. When early resolution is not desirable, we defend such clients by using appropriate procedural and substantive defenses. We regularly serve as international coordinating counsel on such matters, advising clients on the development of a single comprehensive strategy that addresses all potential challenges, whether asserted by government authorities and/or private parties.

Corporate Governance - Special Investigations

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When accusations of corporate wrongdoing arise, a company must quickly and thoroughly investigate the situation and act on the results of that investigation. Morris, Manning & Martin’s Special Investigations Practice is your partner in evaluation and response.

Counsel for Sensitive Issues

We provide relevant advice and counsel to business entities that may have been victimized by fraud, theft or other misconduct allegedly committed by employees or senior officials. In particular, we conduct sensitive inquiries on behalf of companies, boards of directors, audit committees or special committees convened to handle a problem. We have extensive experience conducting internal investigations and representing companies and individuals that are the subject of investigations, as well as handling regulatory inquiries that frequently accompany such allegations.

Fielding a Veteran Team

Our Special Investigations Practice consists of both corporate lawyers and trial lawyers with broad-ranging skill and experience. Our team is led by a former Senior Special Counsel for the Securities and Exchange Commission’s Enforcement Division, a former Special Assistant U.S. Lawyer, a trial lawyer previously with the Antitrust Division of the U.S. Department of Justice, and a senior transactional lawyer active in professional leadership positions across the field. With this veteran Special Investigations team, we have the capacity to respond immediately and conduct a privileged and thorough assessment of a business crisis. Our breadth of knowledge and professional contacts throughout the U.S. allow us to take decisive action to seek the best possible outcome for our clients.

From Investigation to Compliance

In determining whether and how to conduct an internal investigation, we bring discretion, business judgment and pragmatism to the table. We operate proactively and assist our clients in establishing corporate legal compliance programs and codes of ethical conduct, including those required by recent federal corporate governance legislation, evolving federal regulations, and stock market rules. Among our many investigations, we have addressed allegations of improper accounting practices, RICO violations, price fixing and market allocation, securities fraud, illegal takeover, portfolio mismanagement, and theft or misuse of intellectual property or trade secrets. When facing the complex, high-profile problems associated with corporate malfeasance, business leaders rely on the counseling excellence of the team at Morris, Manning & Martin.

Data Security, Privacy & Breach

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Data privacy and security is pivotal. Data – client data, customer data, vendor data, patient data, personnel data – is core to operating a business, as such it must be properly protected and maintained. The number of data breach incidents has increased sharply over the past few years. Given the potential costs associated with a data breach or cyber-attack, companies need a law firm with significant regulatory, risk management and litigation experience. Morris, Manning & Martin’s Data Security, Privacy & Breach practice offers a wealth of experience guiding clients through such situations, managing them in the most effective way possible to optimize compliance, limit risk and minimize damages.

We provide a broad spectrum of specialized services which pull from several key practices including regulatory, litigation, insurance, financial services, healthcare, and technology. We recognize that the flow of information between businesses, consumers, and third-party vendors is becoming increasingly faster and more difficult to protect. While the vast array of data presents numerous opportunities and advantages, it also presents tremendous risks and exposure to potential cyber-liabilities.

Cross-Industry Experience

Our specialized industry experience ensures we have the right lawyers in place to address regulatory compliance and breaches in a myriad of industries. We represent a diverse group of clients with respect to data security breaches, including financial institutions, payment processing vendors, retailers, health care providers, hospitality, travel & leisure, high-tech companies, and insurance issuers.

Practice Overview

The means by which we communicate information has exploded in the past few decades and as each channel becomes available, the rules for protecting them must be created and the exposures they reveal must be examined. Clients need experienced, responsive counsel to help make sense of the opportunities and issues these channels present, as well as provide an understanding of the different rules associated with each, developing appropriate policies, and handling potential data breaches.

MMM’s Data Security, Privacy & Breach Practice assists businesses of all sizes and types with:

  • Comprehending relevant privacy and data security issues
  • Assisting with regulatory examinations and audits
  • Developing policies and procedures to comply with state and federal consumer privacy and data security laws
  • Drafting and negotiating privacy and data security provisions in service provider contracts and other such agreements
  • Evaluating new products and programs to ensure compliance with consumer privacy and data security laws
  • Performing regulatory due diligence for mergers and acquisitions
  • Responding to security incidents involving personal information
  • Reviewing the use of consumer information for marketing purposes for compliance with applicable law
  • Addressing privacy and data security obligations and liabilities in contracts with third-party vendors
  • Appropriately utilizing social media and other web and telecommunications-based marketing channels
  • Implementing compliant document management and data retention plans
  • Handling data breaches, privacy complaints, and litigation
  • Responding to government subpoenas and wiretap requests
  • Defending regulatory enforcement actions by the Federal Trade Commission (FTC), Federal Communications Commission (FCC), and various state Attorneys General

Regulatory Guidance

Our lawyers have a thorough knowledge of the state, federal and international data privacy and security laws which apply to data breaches. For instance, our team regularly analyzes and applies the following laws to data breaches across various industries and circumstances:

  • Bank Secrecy Act
  • California Database Protection Act
  • CAN-SPAM Act
  • Children’s Online Privacy Protection Act
  • Drivers Privacy and Protection Act
  • Electronic Fund Transfer Act (Reg E)
  • Fair & Accurate Credit Transactions Act (FACTA)
  • Fair Credit Reporting Act
  • FCC Truth in Billing Regulations
  • FTC “Red Flag Rule”
  • Genetic Information Nondiscrimination Act
  • Gramm-Leach-Bliley Act
  • Health Information Technology for Economic & Clinical Health Act (HITECH)
  • Health Insurance Portability & Accountability Act (HIPAA)
  • Telephone Consumer Protection Act

We also advise clients with regard to state security breach notification laws and other state laws dealing with the privacy and security of personal information.

Post-Breach Counseling

In the event of a breach, our integrated approach ensures that the best privacy, internal investigations and securities legal counseling is provided in a coordinated manner at a time when companies feel the most vulnerable. We have extensive experience working on cyber security matters with federal officials, investigators, the FTC and other government agencies. In addition, our corporate and securities lawyers have counseled the leaders of many top companies and their boards of directors in disclosure requirements arising from data security breaches.

Areas in which MMM provides specific advice pertaining to data breaches & security include:

Privacy of Consumer Information

Businesses must be hyper-cognizant of regulations concerning the protection of consumers’ personally identifiable information (PII), particularly those within the healthcare and insurance industries. Those that collect, use, and store PII – such as names, addresses, phone numbers, account numbers, credit information, and social security numbers – are subject to an increasing number of state and federal laws and regulations that require privacy notices to consumers, patients, employees, and the rigorous protection of PII. Noncompliance with these requirements, as well as data breaches resulting in sensitive information being released to unauthorized persons, can result in substantial fines, penalties and other legal liability, as well as public relations concerns.

Businesses are also subject to a plethora of regulations concerning marketing practices. We regularly counsel clients on the CAN-SPAM Act, Do Not Call and Telemarketing Sales laws among others, analyzing whether existing and prospective advertising campaigns and promotions are fully compliant. MMM’s lawyers are also experienced with the unique issues presented by new media outlets such as social networking sites, blogs, and mobile advertising, and we advise businesses on how to protect themselves while taking advantage of powerful, new communication tools.

Privacy of Healthcare Information

We regularly counsel clients on healthcare-related privacy regulations, such as those mandated by the Health Insurance Portability and Accountability Act (HIPAA) and the HITECH provisions of the American Reinvestment and Recovery Act of 2009, which imposes civil and criminal penalties for mishandling medical records upon healthcare providers and the many businesses that support them.

Privacy of Financial Information

MMM counsels clients regarding the rapidly evolving body of regulations aimed at protecting financial information. Under FTC regulations adopted pursuant to the Gramm-Leach-Bliley Act, companies that offer financial products or services to individuals (consumer lending, tax preparation, financial advice or credit counseling, residential real estate settlement, and consumer debt collection) must comply with the Financial Privacy Rule, Safeguards Rule, and antipretexting provisions. The FTC’s “Red Flags Rule” requires virtually every business that extends credit to consumers to develop and implement written identity theft prevention programs. We are experienced in helping businesses understand their obligations and developing practical compliance methods.

Workplace Privacy

Our Data Security, Privacy & Breach Practice is experienced with analyzing the internal practices of large and small employers, and the steps taken to maintain privacy compliance in the workplace. We advise employers on the development of systematic and consistent data protection policies across various company functions, such as the implementation of effective staff training to increase sensitivity to data privacy concerns and the maintenance of physical and technological safeguards for sensitive data, such as passwords, encryption, and data retention/destruction policies. Equally important, we advise employers regarding workplace monitoring and searches, the handling of medical records, employees’ personal use of office technology (e-mail, computers, phones), and social media.

Breach Management and Litigation

The evolution of privacy regulations has been paralleled by a significant increase in the penalties associated with breaches of privacy. The price of a compromise of confidential information is steep – it can result in fines reaching millions of dollars along with significant public relations and customer service challenges. The lawyers in our Data Security & Breach Practice offer a wealth of experience guiding clients through such situations, managing them in the most effective way possible to minimize damages, and correcting mistakes to ensure future compliance.

Representative Matters

MMM lawyers have advised clients on a wide variety of data security and privacy matters, including the following:

  • Advised employers with respect to the effect of HIPAA privacy rules on their health plans, including drafting notices, policies, procedures, and plan amendments and reviewing and negotiating business associate contracts
  • Prepared privacy policies, website terms of use, blog terms of use, and customer terms and conditions for multiple website operators
  • Advised multiple clients regarding compliance with the FTC’s “Red Flags Rule”
  • Counseled numerous clients on changes to telemarketing campaigns (telephone and text messaging) to comply with federal telemarketing laws, including the Do Not Call, Telemarketing Sales and “robocalls” rules
  • Drafted employment policies regarding workplace monitoring and searches, medical records, data protection, technology (e-mail, computers, phones), and social media
  • Drafted and litigated disputes arising under confidentiality and nondisclosure agreements
  • Advised regarding employment-related rights and obligations under the Fair Credit Reporting Act
  • Advised multiple Internet service providers regarding behavioral advertising and FTC consumer privacy rules
  • Served as regulatory counsel for privacy and data security issues to well-known broadband providers
  • Developed and reviewed Customer Proprietary Network Information (CPNI)-compliant privacy policies and procedures for multiple regulated telephone and VoIP providers, including preparing call center scripts, customer notices, and annual compliance certifications
  • Developed CALEA SSI (Communications Assistance for Law Enforcement Act) manuals addressing federal wiretap requests and counseled on subpoena compliance for numerous telecommunications, Internet, and VoIP providers
  • Advised on federal and state call monitoring/recording requirements for client call centers and telemarketing
  • Counseled clients on federal and state privacy law compliance in responding to government requests for consumer documents and information
  • Defended clients in Do Not Call investigations by state and federal government agencies
  • Advised telecommunications companies on the use of Automatic Number Identification (ANI), Calling Party Number (CPN), Calling Party Name, and Billing Name and Address (BNA) in compliance with federal regulations

Emerging Companies

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For more than 25 years, Morris, Manning & Martin’s Emerging Companies Practice has provided cost-effective, comprehensive legal services.

Efficiency, Diversity

With our legal guidance and business development assistance, hundreds of high technology firms have entered the marketplace, creating new products and unique services to serve their field. In virtually every technology arena, our Emerging Companies Practice has helped clients innovate. We advise firms across the Southeast in the areas of medical devices, healthcare information systems, biomedical technologies and other life science practices. From telecommunications to Internet applications, hardware to software, our clients are changing the way we communicate. Matching your creativity, we have developed techniques to efficiently serve the unique needs of an emerging high technology business. Solution sets and databases developed over years of experience enable us to provide efficient legal and business needs that meet our standards of excellence.

Early Stage Experts

At Morris, Manning & Martin, our emerging companies' buyers are supported by veterans in many focus areas. We expertly handle venture capital financings, public offerings, mergers and acquisitions and joint ventures. We also advise clients on areas as diverse as technology licensing, employment issues and taxation needs, providing team legal support from more than two dozen practice groups. We assist our clients with their comprehensive business needs, combining legal and technological know-how with a practical understanding of the challenges of emerging companies. We bring to the table strong working relationships with investors and many service providers, and make introductions on behalf of clients where appropriate. Our goal is to provide trusted legal support for every situation encountered in the early stages of development.

Virtual General Counsel

We have a lean, team-oriented approach to client service and consider ourselves your business partners. Frequently, we complement a client’s management team by serving as "virtual" general counsel, taking a senior advisory role and participating in day-to-day discussions and board-level decisions. This approach gives our clients unusual flexibility to call on a wide range of lawyers who are already familiar with their products, technology and business model, and who understand the strategic and tactical decisions they must make. To compete in the high technology market today, a company must have great products, a precise business plan and an arsenal of tools to deploy quickly and efficiently. At Morris, Manning & Martin, we are as nimble as our clients, delivering counseling excellence to ensure your success.

Key Services:

  • Benefits & Compensation
  • Capital Financings
  • Employment
  • Intellectual Property
  • Joint Ventures
  • Licensing
  • Mergers & Acquisitions
  • Public Offerings
  • Strategic Alliances
  • Technology Transfers
  • Venture Capital
  • Tax

Financial Technology

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Morris, Manning & Martin’s Financial Technology (FinTech) Practice offers a broad range of services to technology companies providing financial solutions in the payments and processing industries as well as to companies that provide technology-based products or services to the financial services sector.

Our client companies are comprised of diverse sectors including: trading systems, markets and exchanges, payment processing, trust & treasury services, financial information providers, eBrokerage, investment & banking, payroll & benefits, loyalty reward systems, and other eSolutions.

Morris, Manning & Martin is one of the few law firms with a full-time, dedicated FinTech practice.  Leveraging considerable history and success with our Technology and Financial Services Practices, we have developed a hybrid practice that understands the special requirements created by the combination of technology and financial services. 

Our FinTech Practice consist of a cross-functional team of industry leading practitioners who offer our clients a comprehensive and coordinated offering of legal services: corporate, privacy and security, securities, sourcing & procurement, intellectual property counseling, protection and litigation, technology transactions,  financial institutions, and tax.

Our extensive expertise in representing leading technology companies serves our FinTech clients well as their innovation continues to outpace legislation and adopted industry standards.  We provide a practical approach in delivering legal services to financial services technology companies, as well as to their investors and strategic partners. 

Key Areas of Legal Projects for FinTech Clients:

We understand the best practices and customary terms and conditions in FinTech transactions through our extensive experience in drafting, negotiating and closing a wide range of FinTech deals, including legal services relating to:

  • Mobile wallet transactions, mobile apps

  • Privacy and security

  • Merchant acquiring

  • eCommerce

  • B2B, C2C payments

  • Payment networks, payment clearance

  • POS technologies including swipe, signature capture terminals

  • Healthcare payments

  • Loyalty reward systems

  • Intellectual property

Franchising

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Franchisor and Franchisee Representation

Morris, Manning & Martin’s Franchising team excels at providing focused, strategic growth solutions and practical advice to franchisors and franchisees. We provide valuable guidance through set-up, system growth and expansion for franchisors and franchisees. Our client relationships are important to us. We are here to not only to provide counsel on transactional matters, regulatory issues or disputes, but also to offer practical day-to-day counsel to franchise systems and franchisee networks.

Our key franchisor service offerings include:

  • Preparation of franchise systems
    • Corporate structure of holding company, franchising entity, and subsidiaries
    • Preparation of franchise disclosure document and state registrations
    • Preparation of operations manuals
    • Preparation of franchise agreements and exhibits
    • Implementation of agreements with franchisee networks
    • Preparation of area development agreements and structures
    • Renewals and transfer of rights to new franchisee networks
    • Strategies to avoid vicarious liability and other risks
    • Industry guidance for regulatory compliance such as healthcare/environmental
    • Establishment and protection of proprietary marks
  • Mergers & acquisitions
    • Acquisitions of competitor systems
    • Acquisitions of rights and operating units of franchisee networks
    • Sales of company-owned units to franchisee networks
    • Sales of franchise system to private equity groups and other potential buyers
  • Relationships/disputes with franchisees and franchisee associations
  • Company store corporate structure and leasing
  • Financing arrangements
  • Real estate acquisitions
  • Sale leasebacks of real estate
  • Intellectual property protection
  • Data security & privacy
  • Employment

Our key franchisee service offerings include:

  • Negotiation and structure of relationship with franchisor
    • Area Development Agreement review, negotiation, and advice
    • Franchise Agreement review, negotiation, and advice
    • Franchise disclosure document review and advice
  • Corporate Structure
    • Relationship between operator(s) and financial partners
    • Drafting and negotiation of Operating Agreement/Shareholders Agreement
    • Establishment of duties, authority and financial interests in such agreements
    • Entity formation and structure of network
    • Private equity investments
  • M&A
    • Acquisition/Sales of territories in franchise system
    • Acquisition/Sales of single units
    • Sale of territory and units to franchisor or 3rd party purchaser
  • Leasing Negotiations
    • Review and negotiation of leases
    • Ensure Compliance with Area Development Agreements and/or Franchise Agreements
  • Other
    • Employment
    • SBA Financing

Getting Started
For potential franchisors, our team assists business owners in structuring franchise systems, which often includes an initial evaluation of whether a franchise model is the best approach.

If franchising is the "best approach," we work with business owners and their teams with the legal aspects of setting up a franchise system: corporate structuring and financing questions, intellectual property protection and structuring the franchise system and its contractual arrangements in order to fit the business goals. We assist with franchise law compliance and provide training to business owners and the franchisor’s staff to help ensure legal compliance from the beginning.

For franchisees, we assist with the initial corporate structure of the franchisee network to address the relative rights and duties among the partners. Often times, franchisee networks will have financial partners and operating partners with varying obligations, and we assist such networks in documenting these obligations. The corporate structure will always depend on the growth plan for the franchisee network.

We also assist franchisees in negotiating and documenting their relationships with the franchisor. This includes the negotiation of the franchise agreement for each operating unit, as well as negotiation of the area development agreement which governs the growth plan, territorial restrictions and other aspects.

Franchise Disclosure Documents, Initial Franchise Registration and Agreements

As part of the initial planning and structuring, our team will assist in navigating the complexities of compliance, registration and exemptions.

For startup franchises, our attorneys can prepare and review franchise disclosure documents and related agreements, including franchise and area development agreements and the myriad of other agreements that franchise systems often use. In addition, as your system takes shape, our team can assist in:

  • Drafting and review of employment agreements, incentive contracts and operations manuals
  • Real estate and tax issues
  • Non-compete and confidentiality agreements
  • Business succession planning
  • Litigation avoidance and dispute resolution

Trademark and Copyright Services
As with any new business, your intellectual property should be taken into consideration and protected accordingly. Trademarks need to be registered and aggressively protected. We can assist you with registering your trademarks with the U.S. Patent and Trademark Office, counsel you on how to protect your proprietary marks and draft any associated trademark license agreements. We also will help you protect your copyrightable materials.

Established & Growing
Established franchisors and franchisees face traditional legal and business issues, but are also exposed to additional regulations and other legal concerns with far-ranging implications. We can assist with your questions as you grow. From direct franchising agreements to area developer arrangements, we will represent your business’s ongoing interests, building a continuous relationship throughout the life of your business.

Registration Updates & Renewals
For franchisors subject to making renewal filings each year, we help ensure the correct information is updated and filed correctly and on time. State deadlines and requirements for renewal filings vary, and familiarity with those details allows us to keep the franchisors we represent on track. We assist with updates to franchise disclosure documents and other renewal documents to ensure compliance.

Mergers & Acquisitions
We work with private equity firms and other prospective buyers, sellers and investors of franchise systems and franchisee networks to evaluate which franchise systems or franchisee networks are acquisition targets from a franchise law and industry perspective, and help ensure there is sufficient protection in the case of an acquisition. We are involved in the entire process — from the due diligence stage to drafting and negotiating transaction documents.

Regulatory Compliance
Every franchisor must comply with varying state and federal franchise laws, and many franchisors must register their franchise disclosure document depending on which states they desire to sell franchises in.
Our team works with franchisors to make the compliance process as stress-free as possible. Our regulatory compliance work involves evaluating and structuring franchise systems, preparation and review of franchise disclosure documents and assisting with state registrations.

Fund Formation

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Morris, Manning & Martin’s Fund Formation Practice experience includes formation of real estate funds, private equity funds, timber asset funds, venture capital funds, hedge funds, funds of funds, leveraged buyout funds, mezzanine funds, emerging market funds, life settlement funds, non-U.S. mutual funds, and other alternative investments. We have formed funds under the laws of numerous jurisdictions and are experienced in particular issues associated with various structures such as limited partnerships, limited liability companies, unit trusts, international business companies, exempted companies, UCITS, SICAVs, and FCPRs. We are capable of counseling the general partners, investment advisers, brokers, administrators, and custodians of these funds.

Our lawyers are particularly capable of assisting clients with respect to the tax and economic issues associated with these investments. We advise clients on special issues faced by different classes of real estate investors, foundations, endowments, pension plans, REITs and non-U.S. investors, including unrelated business income tax (UBIT), debt-financed acquisitions and deal activity. Our lawyers have advised numerous sponsors of real estate funds with respect to tax issues.

Members of our practice include recognized legal thought leaders with respect to tax, ERISA, and securities law issues relevant to fund formation. Many of our clients in this area are subject to ERISA or similar state laws and are also tax-exempt organizations. As a result, our team follows an integrated model that involves both ERISA and tax review of each assignment where relevant to the client. Our Securities lawyers handle co-investments and issues relating to private placements and transfers of securities, while our Finance lawyers represent investors in a wide range of privately placed debt transactions.

Global Sourcing & Procurement

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Virtually all business enterprises, whether regional or global, use strategic relationships with third parties to build and strengthen their business. Morris, Manning & Martin’s Global Sourcing & Strategic Transactions Practice represents business enterprises of all sizes in connection with their global, strategic relationships with third party service providers, vendors, consultants, contractors, distributors and other strategic partners.  We also represent both domestic and offshore service providers, vendors and consultants.  We represent clients in connection with all phases of a strategic relationship from inception to termination. The highly experienced attorneys in MMM’s GS&ST Practice provide responsive, creative and cost-effective solutions that align with our clients’ core business objectives and that protect our clients from risk presented by the global marketplace.

Core Services

  • Business process outsourcing
  • Competitive bidding
  • Contract management process plans
  • Cross-Border transactions
  • Data commercialization
  • Data privacy and security
  • Enterprise transformation
  • Export controls compliance
  • Government contracts
  • IT system and network management
  • Logistics, transportation and warehousing
  • Offshore manufacturing
  • Payment solutions
  • Public-private sector sourcing
  • SaaS/Cloud Solutions
  • Sales/distribution channel management
  • Service Level Agreements (SLAs)
  • Supply chain management technology
  • Vendor management plans

Special Products and Solutions

  • Contract management solutions
  • Export controls compliance solutions
  • Data privacy and security compliance programs
  • Trade secret protection programs
  • Intellectual property management solutions
  • Vendor/Provider management plans
  • Contract form review and updating solutions
  • Customized on-site workshops and training programs

What Distinguishes Our Global Sourcing & Strategic Transactions Practice

  • We are at the forefront of developments in the global sourcing, procurement and supply chain industries.
  • We always begin with an in-depth understanding of our clients’ unique business objectives.
  • We add value throughout the entire cycle of buyer/provider relationship (e.g. provider selection through vendor relationship management). 
  • We are at the forefront of the emerging mobilization of commerce and growth in cloud-based solutions.
  • Our contracts are comprehensive and state-of-the-art, but well organized and easy to read.
  • We negotiate aggressively on behalf of our clients, but base our positions on fair, defensible business positions.  This results in a positive start to the parties’ business relationship.
  • We give particularly close attention in our contracts to transitional points in the parties’ relationship.
  • We create clear performance metrics (specifications, KPIs, SLAs) and breach remedies.
  • We aggressively protect our clients’ confidentiality, privacy, trade secrets and intellectual property.

Vertical Industry Sub-Groups Within GSSC Practice

  • Banking and Financial Services
  • Commercial Real Estate Services
  • Education Technology
  • Financial Technology and Mobile Payment Solutions
  • Government Agency Procurement
  • Health Care and Life Sciences
  • Information Technology
  • Logistics/Transportation
  • Media and Telecommunications
  • Mobile and Cloud-based Business Solutions

Representative Transactions

  • Represent one of world’s largest payment processors on transactions with strategic partners.
  • Represented leading school bus manufacturer in establishing distribution channels in Latin America.
  • Managing export controls compliance for global educational technology solutions provider.
  • Counseling healthcare industry EMR solutions provider in connection with the transition to cloud-based service models.
  • Represented Fortune 100 client in multiple third-party sourcing transactions associated with company’s corporate headquarters campus.
  • Represented leading U.S. bank in multiple sourcing transactions.
  • Represent global provider of CRM, ERP and supply chain solutions.
  • Represent numerous clients in federal procurement contracts with government agencies.
  • Counseling both buyers and providers of outsourced services in the development of vendor incentive models.
  • Represented largest U.S. non-profit corporation in renegotiation of multi-million dollar annual IT sourcing agreement with leading IT sourcing services provider.
  • Served as lead outside counsel to major U.S. city in connection with the design, development and implementation of WiFi network at city’s international airport.
  • Represent Fortune 100 financial institution client in transaction with solutions provider for the provision of point of sale solutions to client and client’s affiliates worldwide.
  • Counseling clients on data privacy and data security matters involved in cross-border business transactions.
  • Represented specialty financial services company in sourcing strategic product and market research functions to service provider in Russia.

Healthcare Information Technology

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Our Healthcare Information Technology Practice provides legal and compliance services to information technology companies and healthcare providers by providing regulatory advice, drafting and negotiating contracts, counseling, and litigation defense in all aspects of the data security, privacy, and use and transmission of data on both a state and federal level.  Our lawyers work collaboratively with our clients to address regulatory compliance with software or product modifications, enhancements and upgrades.  We continually provide information technology companies with regulatory analysis of strategic business plans, products and offerings and daily operational activities.  In addition to regulatory compliance, our lawyers have specific expertise in intellectual property rights and assist clients in proactively protecting intellectual property assets.

Key Services

  • HIPAA/HITECH Privacy and Security Regulations
  • Anti-Kickback Statute and False Claims Act
  • Compliance Programs
  • Stark II Physician Self-Referral Laws
  • Data Privacy and Security Regulations
  • Medicare and Medicaid Regulations
  • Standards for Electronic Medical Records and Personal Health Records 

Experience

Our firm has significant experience in data privacy and security, both on state and federal levels.  Our lawyers have unique experience and expertise in not only healthcare regulations, including HIPAA, but also the impact and application of healthcare regulations to information technology organizations.

Our lawyers have counseled numerous clients on issues related to electronic exchange of health information, personal health records, pay for performance and payer programs, discovery, document preservation issues, document retention policies, and data breach issues.  We advise our clients regarding the electronic exchange of health information and when security breaches, theft, or loss of electronic storage media or health records occurs, including how to prevent such breaches and thefts in the future.  We also work with our clients to address regulatory compliance and best practices in the changing electronic medical record industry. 

Our industry knowledge and experience uniquely positions us to assist clients in structuring compliant transactions, addressing the regulations to establish relationships that meet their business goals and comply with the state and federal healthcare laws.

Healthcare Transactions

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The Healthcare Practice is highly regulated and rapidly changing. Individuals and companies that do business in this arena require legal counsel with a hands-on understanding of the unique issues of the healthcare environment and constructive solutions to their problems. Our Healthcare lawyers practice exclusively in this area and, consequently, have in-depth expertise helping clients properly structure their business relationships and transactions, comply with laws and regulations, and achieve successful resolutions in civil, criminal and administrative proceedings. Our excellent service and skills are evidenced by the practice’s ranking in Chambers USA, a leading legal services ranking publication.

Business Transactions and Regulatory Guidance

Our industry knowledge uniquely positions us to assist clients in structuring transactions and relationships that meet their business goals and comply with state and federal healthcare laws. Our Healthcare lawyers have extensive experience in assisting clients in selecting and forming the appropriate business entity(ies); putting into place effective corporate governance and financial mechanisms; documenting contractual and other legal relationships; implementing tax efficient business arrangements; and developing, documenting and executing joint ventures, mergers and acquisitions, and other business relationships. We provide our clients with advice and creative solutions to ensure compliance with the myriad of complex healthcare laws and regulations, including the Antikickback Statute, federal and state Self-Referral laws, Certificate of Need matters, HIPAA’s Privacy and Security Standards, and the Georgia Medical Practice Act.

Healthcare Litigation

Our experienced Healthcare litigators regularly represent clients in litigation in federal and state courts and in administrative proceedings. This representation includes matters ranging from complex business litigation to employment issues to whistleblower actions to provider reimbursement issues to medical staff disputes. Additionally, our attorneys have represented clients in civil and criminal disputes involving allegations of fraud and abuse and false claims. In administrative matters, we regularly represent healthcare providers in certificate-of-need appeals; licensure investigations and disciplinary actions; credentialing matters; Medical Staff investigations, adverse actions and hearings; and Medicare/Medicaid audits, investigations, and appeals.

Complete Industry Solutions

Our lawyers experience in these areas of business transactions, statutory and regulatory guidance, and litigation extends to all components of the healthcare industry, including hospitals and healthcare systems, physician practices (both single and multispecialty), home health agencies, skilled nursing facilities, assisted living facilities, ambulatory surgery centers, and diagnostic imaging centers. This comprehensive knowledge and experience allows us to anticipate and address concerns throughout the healthcare industry. 

Key Services:

  • Anti-Kickback statute & false claims act
  • Certificates of need
  • HIPAA privacy & security regulations
  • Medicare & medicaid audits & appeals
  • Medicare & medicaid regulations
  • Mergers & acquisitions
  • Staff membership & clinical privileges disputes
  • Stark II & physician self-referral laws

Insurance & Reinsurance

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Morris, Manning & Martin is well-known for its exceptional practice in the insurance industry. Our lawyers possess in-depth industry knowledge and experience navigating complex insurance regulations and practices. Insurers, reinsurers, agencies, administrators, alternative risk vehicles, acquirers and investors regularly engage the industry-focused Insurance & Reinsurance Practice of Morris, Manning & Martin.

Transaction Advisors

Our lawyers manage complex legal issues in the insurance arena, from mergers to alternative risk financing. We regularly advise clients on staying in compliance with regulations, entering new markets, navigating securitization laws or creating effective online insurance ventures. At all stages of insurance transactions, the Insurance and Reinsurance Practice enables sound deals that achieve your business objectives.

Alternative Risk

Along with primary and reinsurance carriers, our clients include captives, risk retention groups, agencies, new online insurance ventures and financial institutions with an insurance presence. Our lawyers have been instrumental in captive regulations on all levels, from penning provisions of the federal law to advising leading states on amending their laws to benefit all sides. Partner Robert “Skip” Myers was named in the Top 5 of Captive Review’s 2012 and 2013 Power 50 List, making him one of the world’s leading authorities on captive insurance. In 2012, MMM was recognized at the U.S. Captive Services Awards as the best onshore law firm for its work in the captive insurance industry. 

Morris, Manning & Martin knows offshore rules and practices, and our veteran team counsels clients on a host of regulatory needs. Formation of an alternative market mechanism – from domiciling a captive to structuring tiered coverage – can be handled with confidence by the thorough, informed legal team at MMM.

Dispute Management

Our insurance litigators handle a broad range of litigation, regulatory and arbitration matters, ranging from insurance coverage and allocation issues to class actions, business torts and insurer insolvencies.

Far-Reaching Resources

Whether in-house counsel needs guidance on employment laws in Florida or a claims manager requires representation in a distant arbitration proceeding, the reach and resources of MMM ensure swift resolution guided by industry best practices. With an office in the nation’s capital, the Insurance and Reinsurance Practice’s leadership, advocacy and counsel on industry regulation keep clients on top of new and emerging laws that affect industry business. Regulators have often sought our representation in reorganizations and rehabilitations. Carriers know our firm’s savvy in statutory accounting and reserving issues will cover their risks as surely as their policies do for insureds. We collaborate closely with other MMM practices to provide effective and efficient legal services.

Transactions. Regulation. Dispute resolution. Across all lines, insurance clients count on our lawyers for counseling excellence.

Key Services:

  • Agency matters
  • Arbitrations
  • Captive insurers and other alternative risk transfer vehicles
  • Claim administrators
  • Class actions
  • Coverage disputes
  • Data security and breaches
  • Document retention policies for insurers and brokers
  • Health insurance and ERISA disputes
  • Insurance-linked securities
  • Insurance litigation
  • Managing general agencies
  • Mergers, acquisitions and restructurings
  • Policy and rate filings
  • Privacy disputes
  • Product development and disputes
  • Regulatory compliance and corporate governance
  • Regulatory disputes
  • Reinsurance disputes
  • Reinsurance treaties and certificates
  • Risk retention and self-insured funding disputes
  • Title insurance

Life Sciences

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The Life Sciences team at Morris, Manning & Martin brings experience, passion, and craftsmanship to every project we undertake for you. We have the experience to create the patent strategy that aligns with your business needs. We bring passion to the work to translate your breakthrough science into intellectual property with business value. We approach each project with the eye of a craftsman so that we can tailor our work for you.

Life science inventions are diverse and embrace cellular components and single cell organisms to multicellular organism such as plants, animals, and humans. Our team has the breadth and depth of understanding to provide expert assistance with your life science inventions. The Morris, Manning & Martin Life Sciences team is made up of experienced scientists and engineers who understand your technology. Complex inventions in the life sciences frequently involve expertise in diverse technical areas and we can put together the right multidisciplinary team to craft a strategy that meets your needs, whether you are a company, university or research institute.

Some of the technologies that we have handled for clients includes:

  • pharmaceutical agents and formulations
    • anti-viral compounds
    • anti-bacterial compounds
    • anti-cancer compounds
    • anti-diabetic compounds
    • receptor antagonists and agonists
  • biological agents
    • RNAi
    • CRISPR constructs and applications
    • antisense molecules
    • chimeric proteins
    • monoclonal antibodies
  • molecular diagnostics
  • recombinant expression systems
  • microbiome compositions and methods
  • agricultural biotechnology
  • biocompatible polymers
  • medical devices, including device-drug combinations and vascular stents
  • nanotechnologies

Companies and universities we have worked with include:

  • biopharmaceutical companies
    • specialty pharmaceutical company in the gastrointestinal
    • start-up developing an oncology therapeutic
    • company developing human vaccines
    • company developing cell-based therapies
  • agricultural companies
    • agricultural microbiome company
    • multinational agricultural biotechnology company
    • company developing animal vaccines
  • medical device companies
    • company developing devices for pain relief and enhanced blood flow
    • company developing devices for women’s health
    • company developing surgical laser devices
  • major academic drug discovery centers
  • medical diagnostic companies
  • animal and human nutrient manufacturing company
  • insect control company
  • food industry company

Medical Devices

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Morris, Manning & Martin’s Medical Device Practice enables successful development of new medical device and life science technologies by providing legal and business guidance on formation, financing and operation of leading medical device companies.

Client Focus

The Medical Device Practice of Morris, Manning & Martin has built its reputation by assisting medical device entrepreneurs grow their businesses. We have consistently focused on representing companies that are developing and commercializing new technologies and engaged in fundamental scientific research. From our inception over 30 years ago, we have grown into one of the leading law firms in the Southeast and, in the words of the Atlanta Business Chronicle, are “generally regarded as having the city’s top technology group.” We understand the promise of medical device and life sciences technology, and we bring the full scope of our expertise to help our clients succeed.

Legal Leaders

From emerging companies to large public enterprises, Morris, Manning & Martin has become a leader in technology related venture capital deals, M&A transactions and IPOs for medical device companies. We have also developed leading practices in the intellectual property and regulatory areas related to the medical device industry. As such, our lawyers have the industry experience and business acumen to work with companies in all stages of development, from idea generation and initial patent filings, to clinical trials and venture financings, through to an M&A transaction or an IPO and beyond. We maintain extensive ties with venture capital firms and other investors who are active in the medical device field. We were leaders in the formation and operation of the Southeastern Medical Device Association (SEMDA), a networking community that helps inventors and entrepreneurs locate sources of financing, navigate complex licensing and regulatory issues and grow their medical device businesses. Through SEMDA and other organizations, our Medical Device Practice has an extended reach into resources and contacts and has established crucial business relationships within the medical device community.

Raising Capital

Medical device and related life science companies need capital to grow. We have been recognized as the Southeast’s leading law firm in representing companies in venture capital transactions. In the recent past, we have acted as counsel in well over 200 venture capital transactions that have raised approximately $2 billion. Due to our active practice in this area, we have strong relationships with many venture capitalists throughout the country. We assist our clients in identifying funding sources, creating the appropriate investment structure and negotiating both the term sheet and final investment documents. More importantly, our experience helps our clients avoid strategic errors that may hinder further growth or complicate exit strategies. We understand that as our clients succeed, we succeed. Therefore, our philosophy is to add value, not expense.

As our clients grow, we assist them in raising capital in the public securities markets, where we have been ranked among the top firms in the nation in initial public offerings. In the recent past, our clients have raised approximately $6 billion from sales of equity in initial public offerings. As company counsel, we help our clients through every stage of the offering process, from identifying and selecting the underwriters to preparing the prospectus and closing the transaction.

For companies with an interest in debt financing, we are very active in the public and private debt markets. In addition to acting as counsel with respect to offerings of debt securities, such as senior subordinated notes and convertible subordinated notes, we are regularly involved in asset-based financings, acquisition financings, mezzanine financings, syndicated financings and sale/leaseback transactions.

Achieving Corporate Goals

Many of our clients engage in joint ventures or mergers and acquisitions as an integral part of their corporate strategies. Due to our reputation for providing creative, efficient and effective solutions to our clients’ business and legal challenges, we have one of the leading merger, acquisition and joint venture practice groups in the Southeast. In the recent past, we have acted as counsel in more than $15 billion of merger, acquisition and joint venture transactions. We represent companies at all stages of their growth. We are able to efficiently staff transactions from small private company acquisitions to multibillion-dollar public company acquisitions and joint ventures.

We have particular experience in complicated domestic and international licensing, distribution and joint venture transactions. These types of transactions often require expertise in many legal disciplines, such as tax, securities, intellectual property, litigation, employee benefits, environmental and real estate. To address the complexities of these transactions, we create multidisciplinary client teams that work together seamlessly and efficiently to complete the transactions.

Protecting and Managing Intellectual Property

Most of our clients create and depend upon intellectual property as their core asset. Our practice group that deals with protecting, developing, selling, licensing and granting rights in intellectual property is among the most prominent in the Southeast. Patent filings and transactions involving critical technologies require not only solid legal drafting and negotiation skills, but also comprehensive technical knowledge and business acumen. Patens and technology contracts are as diverse as the technologies they address, and the law governing patenting and licensing intellectual property evolves almost daily. Accordingly, we actively focus our practice on understanding and applying the most recent industry and legal developments for the benefit of our clients.

Regulatory Guidance

We provide guidance on key regulatory issues faced by a medical device concern. Clients count on our thorough understanding of HIPAA privacy and security rules to keep them in compliance with the evolving nuances of this recent law. Operational hurdles are surmounted, from FDA compliance issues through clinical trials to product approval. We also focus on reimbursement issues, fraud and abuse laws and product liability concerns, allowing our clients to keep their attention fixed on creating innovative medical products. Together with Morris, Manning & Martin’s Healthcare Regulatory lawyers, we provide the sound advice our clients need to successfully navigate the many laws and regulations imposed upon them, both in the U.S. and internationally.

Interdisciplinary Approach

Practicing a team approach to legal service, we work closely with other relevant practices, such as our Licensing, Intellectual Property and Healthcare Regulatory Practices, to assist medical device and related life science companies in all stages of their lifecycles. Our Medical Device lawyers also draw upon the experience of our corporate and technology practices, who have built their reputations on helping entrepreneurs grow their businesses and by representing companies that are developing and commercializing new technologies, particularly in scientific research. We advise and assist our Medical Device clients on matters involving equity and debt financings, mergers and acquisitions, intellectual property, technology licensing and protection, strategic joint ventures and general corporate governance. For a sound legal approach with sophisticated deal-making experience, Medical Device clients rely on Morris, Manning & Martin.

Representative Clients and Transactions

Morris, Manning & Martin’s Medical Device lawyers represent clients and organizations of all types across the medical device industry, including clients engaged in the development of products in the cardiovascular, orthopedic, endoscopic, bioinformatics, nanotechnology and related fields, as well as other biotechnology and healthcare companies, including therapeutics companies, clinical research organizations, pharmaceutical manufacturers, pharmaceutical distributors, healthcare IT companies and venture capital and private equity investors. Several recent representations include:

  • Representation of medical device company developing a product combining radiation therapy with MRI technology in a $25M venture capital transaction.
  • Patent filings for medical device company involved in the research and development of products for use in minimally invasive cardiothoracic surgery.
  • Formation and initial licensing transaction for company developing innovative products for neuropsychological assessments.
  • Representation of several leading research universities in licensing and technology transfer transactions to commercialize new medical devices.
  • Representation of a leading clinical research organization based in the U.K. in its U.S. acquisitions.
  • Representation of specialty pharmaceutical company in it initial Series A financing.
  • Representation of venture capital fund in its Series A investment in a leading provider of endoscopy products.
  • Representation of a technology-based, healthcare cost containment company in its $25M acquisition of a competing provider and several PPO networks and in its $35M senior secured credit facility.
  • Representation of a development stage company involved in the research and development of bifocal and progressive contact lenses for treatment of presbyopia in its Series B financing.

Key Services:

  • Corporate
  • Venture capital
  • Regulatory and compliance
  • Intellectual property
  • Licensing & distribution
  • Mergers & acquisitions
  • Employment
  • Securities
  • Product Liability
  • Public offerings
  • Privacy and security
  • Joint ventures/Strategic alliances

Mergers & Acquisitions

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Morris, Manning & Martin is a recognized leader in the mergers and acquisitions practice area. We have represented more than 1,000 companies in their corporate transactions throughout the U.S. and abroad. We are generally recognized as the leading law firm in the Southeast in representing high-growth companies. The firm has been recognized as a leading national firm for mergers, acquisitions & buyouts (sub-$500m market) by Legal 500 U.S. and Chambers USA, leading legal ranking publications.

Proven Experience

We counsel companies in transactions that are valued from a few million to many billions of dollars, and we have unique experience representing middle market companies in their M&A transactions. These companies often face unique challenges. For example, we have broad experience in working with venture-backed and private equity-owned companies and dealing with the complexities that the various financing structures of these companies pose for M&A transactions. We regularly work with companies that have been operating with understaffed or nonexistent legal departments. In those cases, our multidisciplinary, team oriented approach to transactions becomes even more critical. Additionally, we regularly use our deep nationwide contacts with various investors, debt sources and other players in middle market M&A in order to facilitate transactions.

We are result-oriented, efficient and extremely responsive to our clients. We have always been a business-oriented firm. We have worked hard to maintain a cost structure that allows us to staff deals leanly, while still giving us the bandwidth to attack large, fast moving transactions. We hand pick “client teams” for each client and transaction. We do not staff deals with multitudes of junior “attorneys in training” who have little skills or experience. Clients tell us that our approach results in greater efficiency and improved results from what they have experienced elsewhere.

We are forward-thinking. Unique among law firms, we have developed a patent-pending Legal Project Management System that we bring to bear on M&A transactions when appropriate. The Legal Project Management System improves communication, enhances efficiency, and provides transparency in the delivery of our services, while increasing our clients’ involvement and control over the timing and cost of the project.

Specialized Counsel

We are facilitators of transactions, not impediments. We integrate with our clients’ in house teams and drive deals to a successful conclusion. We are never outpaced and are normally in the role of driving the deal. For this reason, we are often the firm of choice for companies that need to accomplish highly complex transactions under nearly impossible deadlines.

Representative Transactions:

  • Represented SolAmerica Energy (six solar projects – 4.7MW) in its acquisition by Duke Energy.

  • Represented K1 Investment Management (private equity) in its acquisition of an undisclosed automated content marketing software company.

  • Represented BBH Capital Partners (Brown Brothers Harriman) (private equity) in its acquisition of Haven Behaviorial Healthcare, Inc.

  • Represented QGenda, LLC, a healthcare IT company, in its acquisition by Francisco Partners (private equity).

  • Represented Aptean Solutions, an enterprise application software company, in its acquisition of Advances Public Safety division of Trimble Navigation.

  • Represented Interstate Hotels & Resorts (Thayer Lodging Group asset) in its acquisition by Kohlberg & Co. LLC.

  • Represented BuildingIQ (ASX), an energy management company, in its acquisition of Energy WorkSite and Facility WorkSite from NorthWrite, Inc.

  • Represented Powerplan, Inc., an energy-focused FinTech company, in its acquisition of Riva Modeling Systems, Inc.

  • Represented Courion Corporation, a FinTech company and K1 Investment Management portfolio company, in its acquisition of Core Security Technologies, Inc.

  • Represented Paymentus Corporation, a FinTech company, in its acquisition of Billeo, Inc. (d/b/a Xpress-Buy).

  • Represented Merchant Link, a cloud-based payment gateway, in its acquisition of Precidia Technologies.

  • Represented Aptean Solutions in its acquisition of Medworxx Solutions, a healthcare IT company.

  • Represented Courion Corporation in its acquisition of Bay 31 GmbH, a German FinTech company.

  • Represented North Highland, a global consulting firm, in its acquisition of ACME Business Consulting.

  • Represented Aderant Holdings Inc., a leading management solutions software company, in its acquisition of Timesoft Beheer B.C. & Accola, Inc.

  • Represented United Technology Group, an IT support and solutions company, in its acquisition of Magnicom.

  • Represented K1 Investment Management in its acquisition of Courion Corporation.

  • Represented Griffin-American Healthcare REIT III Inc. in its partnership with NorthStar Healthcare Income Inc. to acquire Trilogy Investors LLC and its Midwest senior health care facility portfolio.

  • Represented Brickstream Corp., a developer of traffic flow sensors, in its acquisition of Nomi Technlogies.

  • Represented Accel-KKR, a technology-focused private equity firm, in its acquisition of Delta Data Software.

  • Represented K1 Investment Management in its acquisition of ChiroTouch, a HealthIT company.

  • Represented Azalea Health, a leading HealthIT company, in its acquisition of simplifyMD.

  • Represented Francisco Partners, a technology-focused private equity firm, in its acquisition of PayLease.

  • Represented United Technology Group in its acquisition of Viant, LLC, a premier people-based advertising technology company.

  • Represented Streamline Health Solutions, Inc. (NASDAQ: STRM), a leading HealthIT provider, in its acquisition of Unibased Systems Architecture, Inc.

Payments

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Morris, Manning & Martin’s Payments Team includes attorneys with substantial hands-on experience in all legal aspects of launching and managing a range of electronic payment products. Our team’s diverse payments capabilities span numerous practice areas including corporate, M&A, privacy and data security, financial services and technology (FinTech), intellectual property, compliance, litigation, technology transactions and global outsourcing. From prepaid cards – including “open loop” bank-issued cards and “closed loop” merchant-issued gift cards – to mobile payments and e-wallets, and even virtual currencies, our team’s broad experience in the payments space provides our clients with a competitive edge in this growing industry.

Specialized Industry Experience

MMM’s Payments Practice recognizes that the flow of currency between businesses, consumers, and third-party vendors is becoming increasingly faster and more difficult to regulate and protect. Our specialized industry experience ensures we have the right lawyers in place to address the myriad of needs our payment clients face in their operations each day, including contractual agreements, risk management, regulatory compliance, technology transactions and corporate finance. Clients such as financial institutions, financial services companies, retailers, consumer goods companies, and payment processing vendors rely on our team for these matters and more.

Regulatory Guidance

As payment products are growing, so does the interest from state and federal regulators. Since 2001, an increasingly large number of state laws regulating gift cards, prepaid cards or electronic payment products have been passed and many more are pending. Since 2009, numerous federal laws and regulations have been proposed and passed, most notably FinCEN’s prepaid access rule, the Dodd-Frank Act, the Durbin Amendment and the CARD Act. Depending on the payment business model, the need and level of regulatory oversight might differ. We offer clients the full scope of regulatory guidance in connection with services required to operate at any point in the payment process.

Key Services:

  • Bank Secrecy Act
  • Bill pay services
  • Compliance programs and training
  • Contracting and partnerships
  • Corporate and M&A transactions
  • Data security and multifactor authentication
  • Electronic Fund Transfer Act and Regulation E
  • FCC Truth in Billing
  • Federal Deposit Insurance Act
  • FinCEN regulations
  • Gramm-Leach-Bliley Act
  • Intellectual property
  • Mobile apps
  • Mobile banking and remote deposit capture
  • Mobile payment systems
  • Payment network rules
  • Payment processing and transactions
  • Privacy and data use
  • State gift card laws
  • State licensed lender, loan broker, and other consumer financial protection laws
  • State money transmitter, payment instrument, and check seller laws
  • State PUC regulations governing billing of third-party services to mobile bills
  • State unclaimed property laws
  • Structuring, documenting and negotiating technology license and services agreements
  • Technology transactions and outsourcing
  • Truth in Lending Act and Regulation

Private Equity - Corporate

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Morris, Manning & Martin’s Private Equity Practice is an experienced and coordinated, multidisciplinary transactional team focused on executing our clients’ transactions with exceptional quality and responsiveness and on an efficient and cost-effective basis.  Our team includes lawyers experienced with private equity acquisitions and dispositions, including majority and minority recapitalizations and public and private company acquisitions and dispositions.  We offer a full range of services, including M&A advisory, securities, employment, employee benefits, tax, intellectual property, environmental and real estate.  We guide private equity portfolio companies and private equity funds through acquisitions, financing, tax structuring and exit strategy execution, among other transactions related to private equity projects. Our transactions are nationwide and international.

Transactions

MMM’s cost-effective and comprehensive transaction management helps to distinguish us as a unique firm in the private equity field.  Our Transactional lawyers are business counselors who identify problems and solve them in a commercially sensible manner to achieve the business objectives of our clients.  As counselors, we regularly use our broad business connections to bring together potential sellers with potential buyers or sources of capital with potential investments. We also use our connections to bring our clients together with potential customers, executives, directors and advisors.

We handle all types of merger and acquisition transactions, including public and private company transactions, acquisitions and dispositions of entire businesses, subsidiaries and divisions, as well as acquisition and dispositions through bankruptcy proceedings.  The practice encompasses all aspects of the private equity and M&A, including the structuring of acquisitions and financings for private and public companies, negotiated as well as unsolicited acquisitions, going private transactions and spin-off/carve-out transactions.  Our private equity group includes sophisticated practices in the areas of tax, lending, securities, executive compensation and other specialties to handle the wide range of issues that can arise in these types of transactions.

Fund Formation

Our Fund Formation Practice experience includes the structuring and formation of private equity funds, venture capital funds, hedge funds, funds of funds, leveraged buyout funds, mezzanine funds, emerging market funds, life settlement funds, non-U.S. mutual funds, timber asset funds, real estate funds, and other alternative investments.  We have formed funds under the laws of numerous jurisdictions and are experienced in issues associated with various structures such as limited partnerships, limited liability companies, unit trusts, international business companies, exempted companies, UCITS, SICAVs, and FCPRs. We counsel the general partners, investment advisers, brokers, administrators, and custodians of these funds.

Tax Structuring

Our Tax lawyers have significant experience assisting private equity clients, portfolio companies and management teams, identify and manage difficult and contentious tax issues that arise in the context of private equity & M&A. 

If the issues in question arose in prior periods, the task of our Tax lawyers is to assist in structuring a transactions that minimizes the exposure of any adverse consequences to the parties, to quantify the exposure to the buyer and seller that cannot be eliminated and determine how to allocate the risk of such exposure as a business matter between buyer and seller.  Further, in many instances, we are able to provide constructive and insightful advice that will minimize the likelihood of the issue recurring in future transactions, such as upon exit from the investment by our client.

Executive Compensation

We understand that an appropriately motivated management team is essential to the success of the investments made by our private equity clients.  In many transactions, we are asked to structure, draft and negotiate the management compensation packages, a critical component of which is often an equity-based incentive, and the attendant rights and restrictions (including non-competition) that apply to the management team members.

Key Services: 

Mergers & Acquisitions

Tax and Corporate Structuring

Divestitures

Spin-Offs

Employee Benefits & ERISA

Executive Compensation

Fund Formation

 Leveraged Buyouts

 Management Buyouts

 Senior & Mezzanine Financing

 Equity Financing

 Public Offerings

 Real Estate Acquisition, Development & Financing

Representative Transactions:

  • Representation of a specialty finance company, in its $150 million sale to multiple private equity sponsors.

  • Representation of founders and management team of a healthcare IT company in a $90 million sell-side transaction to a private equity firm.

  • Representation of a credentialing and compliance monitoring company in the healthcare industry in a $67 million sale to a private equity sponsored entity and related roll-over of management equity.

  • Representation of a private equity firm in a series of roll-up transactions of several practice management software companies involving an aggregate purchase price of over $65 million, including credit support for such transactions and subsequent leveraged dividend recap.

  • Representation of a comprehensive market intelligence provider for the travel industry, in its $52 million sale to a private equity sponsored competitor and related roll-over of management equity.

  • Representation of private equity firm in $45 million acquisition of identity management software company and numerous domestic and international bolt-on acquisitions.

  • Representation of a revenue management software company in a $35 million growth equity transaction.

  • Representation of sellers in $32 million sale to a private equity sponsored competitor in the plastics

  • Representation of a cloud-based storage company in a $25 million growth equity round and subsequent senior and mezzanine debt financings and bolt-on acquisitions.

  • Representation of technology company in the loyalty card market in its $24 million recapitalization with a private equity sponsor and related roll-over of management equity.

  • Representation of a global technology-focused private equity firm in its acquisition of a leading online payments provider for the property management and home owner association.

  • Representation of private equity sponsored platform company in multiple strategic acquisitions in the legal software industry.

  • Representation of private equity sponsored platform company in multiple strategic acquisitions in the sports statistic industry.

  • Representation of a leading provider of business solutions to the cable network and operators industry in an acquisition of its capital stock by a private equity sponsored broadcast management software provider.

 

Real Estate Capital Markets (REITs)

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The Real Estate Capital Markets Practice at Morris, Manning & Martin serves clients in accessing the capital markets. Our lawyers have assisted clients in raising billions of dollars for deployment in real estate ventures. We represent real estate developers and operating companies, financial institutions, pension funds, institutional investors, investment advisors and asset managers with respect to their real estate investments, both in the U.S. and abroad. Our investment and development work touches every real estate asset class, including affordable housing, brownfield, condominium, hotel, industrial/distribution, mixed-use, multifamily, office, resort, retail, student housing, and timber.

Market Innovators

As dealmakers and innovators, our Real Estate Capital Markets Practice routinely structures, negotiates, documents and closes private and public equity offerings for REITs, real estate limited partnerships, timber funds, strategic joint ventures, debt funds, tax credit funds, bond financings and UPREITs. We add a comprehensive knowledge of the real estate industry, key industry contacts and a multidisciplinary approach to the sophisticated legal and financial issues that drive complex real estate transactions. Because of the depth of our practice, we bring our clients practical knowledge of the current thinking on complex securities, tax, environmental, bankruptcy, ERISA and technology concerns that drive deals.

Collaborative Synergy

Our lawyers look beyond just the legal issues facing our clients in order to understand and counsel our clients on the critical business issues confronting them. By doing so, we become valued business partners. In our Real Estate Capital Markets Practice, we live by the credo that our clients’ success is the only true measure of our success. We are with our clients for the long term as they grow and diversify in order to meet the challenges of an ever-changing and increasingly competitive market environment. We are leaders in the field, crafting unique legal solutions to complex issues. We add value to our clients’ businesses with our focus on strategic relationships and our ability to use our goodwill with regulators and other business leaders to our clients’ advantage. We facilitate critical introductions and ongoing communication between sources of capital and key development partners.

Transaction Guidance

Drawing on our broad and diverse experience, we are able to design and implement cutting-edge deal structures. Because we represent some of the nation’s largest financial institutions, pension funds, timber funds, institutional investors, investment advisors and asset managers, we know what the markets will accept and can advise our clients accordingly. Whether conducting a $3.3 billion REIT public offering, buying, capitalizing and financing a $300 million destination golf resort development community, handling all aspects of a $250 million in-town brownfield mixed-use multiphase development, handling installment sales of large-scale timberland dispositions, or representing a multibillion-dollar institutional investment fund in its investments and tax planning in offshore hotel and condominium resorts, our lawyers bring an unparalleled level of experience to the full spectrum of real estate transactions.

Public Funds

Our attorneys represent REITs, closed-end funds, interval funds, and business development companies, as well as affiliated investment advisers, unaffiliated investment sub-advisers and underwriters in their interactions with the SEC, FINRA, and state regulators. On the transactional side, our attorneys assist our public fund clients in raising capital through the drafting of registration statements or offering circulars, preparing or reviewing compliance materials, and other matters required by the federal securities laws.  We also assist our public fund clients in the preparation and review of periodic reports filed pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940.  On the regulatory side, our attorneys prepare or review board materials and reports to stockholders, provide advice relating to fund governance matters, draft exemptive and no action relief requests, and advise clients on technical matters relating to the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as requirements related to qualifying as a regulated investment company (RIC). In addition to representing numerous REITs and real estate funds, our attorneys have represented listed and non-listed offerings of BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.   

Securities Regulatory Compliance

Funds and other alternative investment vehicles of all types, as well as their advising and managing entities and placement agents,can require detailed analysis to determine the impact of potential regulatory and registration requirements under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940.  In addition, many types of investment vehicles, including publicly registered but non-listed REITs and BDCs, must register their securities under the Blue Sky laws of each state in which offers and sales are made, and their offerings are subject to heightened scrutiny by FINRA.  Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently.  For our issuer clients, we also assist in developing robust compliance policies and procedures to ensure compliance with the federal securities laws, including a compliance manual, code of ethics, valuation policies and procedures, and co-investment guidelines.

Full Cycle Representation

MMM’s Real Estate Capital Markets attorneys assist REIT clients in every aspect of their operations, from formation to exit strategy. Our team has assisted REIT clients with listing on a public exchange, structuring a sale or merger of the entire portfolio, and managing an orderly sale of properties and assets. For example, our team recently represented a non-listed REIT in its acquisition of a real estate investment platform and subsequent listing on the NYSE, a transaction valued at over $12 billion. Our attorneys also served as special counsel to the publicly listed REIT in its subsequent merger with another publicly listed REIT, a transaction with an estimated value of $21.5 billion, the largest in its sector. The MMM team also recently advised a special committee of a listed REIT board of directors in a potential merger transaction. In these types of transactions, our team advises on all aspects, including unique tax and corporate governance matters. Whether representing the external advisors, special committees, or the REIT itself, our team works closely with our clients to select the best disposition option or combination of options that maximizes shareholder value.

Key Services: 

  • Blind pools
  • Bond financing
  • Credit enhanced financing
  • Debt funds
  • Direct participation programs
  • Down REITs
  • Follow-on offerings
  • Industrial development
  • Initial public offerings
  • Listed REITs
  • Non-listed REITs
  • Partnerships & joint ventures
  • Private REITs
  • Private placements
  • Public funds
  • Real estate funds
  • REIT M&A
  • Syndicated loans
  • Tax allocation bonds
  • Tax credit funds
  • Tax-exempt development
  • Timber REITs
  • UPREITs

Securities

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The Securities Practice at Morris, Manning & Martin guides companies through the complex process of raising capital in the public and private markets.  We also represent clients in connection with their regulatory and registration obligations under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940.  Our Securities Practice has a well-earned reputation for creativity and efficiency, and for fostering effective working relationships with securities regulators.

Industry Leadership

We represent issuers and underwriters in the full range of public and private offerings of securities. Within the past decade, we have served as counsel in initial public offerings that registered over $25 billion and as deal counsel on additional public offerings and 144A offerings with an aggregate value in excess of $33 billion.

As company counsel, we guide our clients through every stage of the offering process, from identifying and selecting the underwriters to preparing the prospectus and navigating the regulatory requirements. Our broad understanding of federal and state securities laws, securities exchange listing requirements and market dynamics help clients avoid pitfalls that may delay or derail an offering.

Corporate Governance

We also advise clients with respect to corporate governance and related matters, including the governance and compliance matters arising under the Sarbanes-Oxley Act of 2002.

Some corporate governance matters that we routinely advise clients on include:

  • Composition and procedures of boards of directors and committees, including the enhanced role of audit committees;
  • Director and executive compensation processes and disclosure;
  • “Best practices” for boards, committees, individual directors and officers;
  • Development of board committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures;
  • Self-evaluation systems;
  • Director and officer fiduciary duties and responsibilities;
  • CEO/CFO certifications;
  • Internal investigations, including those by special committees of boards of directors.

When it comes to corporate governance litigation and facing accusations of corporate wrongdoing, a company must quickly and thoroughly investigate the situation and act on the results of that investigation. Our Corporate lawyers can access the firm’s Securities litigators to assist with these issues.

We have intimate experience conducting sensitive inquiries on behalf of companies, boards of directors, audit committees or special committees convened to handle a problem. We have extensive experience conducting internal investigations and representing companies and individuals that are the subject of investigations, as well as handling regulatory inquiries that frequently accompany such allegations.

Our Securities/Corporate Governance team consists of both corporate lawyers and trial lawyers with broad-ranging skills. Among the lawyers in this practice group are a former Senior Special Counsel for the Securities and Exchange Commission’s Enforcement Division, a former Special Assistant U.S. Attorney, an Assistant U.S. Attorney for the U.S. Attorney’s Office, a trial lawyer previously with the Antitrust Division of the U.S. Department of Justice, trial lawyers with significant experience in securities and corporate litigation, and a senior transactional lawyer active in professional leadership positions across the field. We have the capacity to respond immediately and conduct a privileged and thorough assessment of a business crisis. Our breadth of knowledge and professional contacts throughout the U.S. allow us to take decisive action to seek the best possible outcome for our clients.

Public Funds

Our attorneys represent REITs, closed-end funds, interval funds, and business development companies, as well as affiliated investment advisers, unaffiliated investment sub-advisers and underwriters in their interactions with the SEC, FINRA, and state regulators. On the transactional side, our attorneys assist our public fund clients in raising capital through the drafting of registration statements or offering circulars, preparing or reviewing compliance materials, and other matters required by the federal securities laws.  We also assist our public fund clients in the preparation and review of periodic reports filed pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940.  On the regulatory side, our attorneys prepare or review board materials and reports to stockholders, provide advice relating to fund governance matters, draft exemptive and no action relief requests, and advise clients on technical matters relating to the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as requirements related to qualifying as a regulated investment company (RIC). In addition to representing numerous REITs and real estate funds, our attorneys have represented listed and non-listed offerings of BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.   

Securities Regulatory Compliance

Funds and other alternative investment vehicles of all types, as well as their advising and managing entities and placement agents,can require detailed analysis to determine the impact of potential regulatory and registration requirements under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940.  In addition, many types of investment vehicles, including publicly registered but non-listed REITs and BDCs, must register their securities under the Blue Sky laws of each state in which offers and sales are made, and their offerings are subject to heightened scrutiny by FINRA.  Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently.  For our issuer clients, we also assist in developing robust compliance policies and procedures to ensure compliance with the federal securities laws, including a compliance manual, code of ethics, valuation policies and procedures, and co-investment guidelines.

Valued Partners

Our team of Securities lawyers regularly looks beyond just the legal issues facing our clients in order to understand and counsel them on the critical business issues confronting them. Additionally, we fully understand and easily navigate securities rules and regulations. Our Securities Practice team members are not only trusted advisors but also valued business partners for our clients.

 

Key Services:

  • Public Offerings
  • Private Placements
  • Rule 144A Offerings
  • Regulation S Offerings
  • Periodic Public Reporting
  • Corporate Governance

Telecommunications

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From wireless to data, wireline to Internet, the telecommunications industry relies on Morris, Manning & Martin’s Telecommunications Practice for solid business deals, legal safeguarding and creative commercial solutions.

Deal Makers

We are veterans at industry mergers, acquisitions and strategic alliances, landing more than $15 billion in transactions for our Telecommunications clients. Deals like the merger of Powertel with Deutsche Telekom and VoiceStream Wireless, Nortel’s acquisition of Qtera, the joint venture of Powertel, Sonera and Eliska Wireless to acquire DiGiPH PCS, and the acquisition of Via Wireless by UbiquiTel Holdings demonstrate our bandwidth. New solutions such as IP telephony are studied for potential legal implications masked by market opportunities. Unique business concerns are handled by a cross-functional team of lawyers, including corporate, intellectual property, technology and regulatory practitioners.

New Technologies

New technologies are transforming communications, requiring business-critical decisions relating to services, contracts and ventures. At every step, our Telecommunications lawyers craft agreements, advise on partnerships and help weave services into our clients’ evolving infrastructures. We guide negotiations over service agreements related to tariffed and non-tariffed services, hosting and co-location agreements, joint venture agreements, and other service and equipment contracts. With our counsel, clients transact complex equipment and software purchase agreements for routers, switches, testing equipment and related hardware and software. We have developed large sale-leaseback transactions for valuable telecommunications assets. Our negotiation savvy maximizes value of such unique and vital contracts, allowing efficient and strategic execution.

Protecting Intellectual Property

We provide sophisticated intellectual property services to our Telecommunications clients through collaboration with our respected Intellectual Property Practice. Whether clients need patent prosecution, trademark and copyright registrations, or technology licensing, they find the breadth of skills and experience required at Morris, Manning & Martin. The latest insight on evolving federal and state legislative and regulatory activities comes via our Washington, D.C.-based lawyers. From informed regulatory coverage to sophisticated negotiations, clients of our Telecommunications Practice tap into a direct current of counseling excellence.

Key Services:

  • Equipment contracts
  • Intellectual property protection
  • Mergers & acquisitions
  • Partnerships & joint ventures
  • Regulatory matters
  • Securities offerings
  • Service agreements

Venture Capital

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At Morris, Manning & Martin, our Venture Capital Practice provides a full range of legal services to the venture capital and emerging market communities. The lawyers in this practice group are committed to providing our clients with creative, practical and cost-effective assistance. We are the leading provider of value-added legal services for technology, technology-enabled and business services with a presence in the Southeast who want to grow rapidly and have a successful liquidity event within 5-6 years.

  • Represent more than 300 venture-backed clients throughout the U.S.
  • Represented emerging market companies in over half of the VC transactions in Georgia from 1999 - 2015

We represent hundreds of growth companies in all phases of their life cycles, from incorporation, business plan preparation, seed and venture capital financing, intellectual property protection, employment matters, strategic relationships, business combinations and initial public offerings.

The Venture Capital Relationship

Our lawyers understand the venture capital process and offer clients strategies for negotiating and structuring venture investments. Lawyers in our Venture Capital Practice stay abreast of the evolving standards by which clients evaluate investments and the market terms of venture investments. We believe that a close understanding of the economics and business realities of each deal is critical to efficient deal management and effective representation. We understand the balance between obtaining appropriate terms and cultivating quality, long-term relationships between venture capital investors and the emerging growth in which they invest. We strive to maintain this balance while helping our venture capital investor and emerging growth company clients with the successful completion of their financing transactions.

All Stages of the Life Cycle

Through our longstanding history of representation of emerging growth companies, we have developed a solid understanding of the industries in which our emerging growth company clients participate and the specific legal needs of early stage enterprises. As a result, we are uniquely positioned to anticipate issues for fast growing companies, provide practical advice on a cost-efficient basis and help guide emerging growth companies through all phases of their life cycles.

Representative Transactions:

  • Representation of a technology based expedited delivery company in venture capital transactions in excess of $110 million received from national VC funds, its senior and mezzanine credit facilities and general corporate matters.

  • Representation of a clean-tech/waste-to-resource company in multiple rounds of venture capital funding (in excess of $100 million), debt transactions and bolt-on acquisitions.

  • Representation of a marketing technology company in multiple rounds of venture capital funding (in excess of $100 million), senior and mezzanine debt transactions and bolt-on acquisitions.

  • Representation of a data analytics company in multiple rounds of venture capital funding (in excess of
    $75 million), senior and mezzanine debt financings and bolt-on acquisitions.

  • Representation of a technology based expedited delivery company in a $40 million venture capital financing.

  • Representation of sellers in $32 million sale to a private equity sponsored competitor in the plastics manufacturing industry.

  • Representation of a technology company building a cloud computing storage platform in an $11 million venture capital financing.

  • Representation of an electronic health records software provider in a $4.5 million venture capital financing.

  • Representation of a social media based apartment rental company in a $2 million venture capital financing.

  • Representation of over twenty (20) early stage technology companies in angel round and Series A financings ranging from $100,000 to $5 million.