Womble Expands Corporate Practice in Atlanta

ATLANTA (March 6, 2024) – Womble Bond Dickinson today announced that partner James H. Andros has rejoined the Corporate & Securities Group in Atlanta. Andros advises clients on domestic and international corporate, transactional, and financing matters, including mergers, acquisitions, divestitures, recapitalizations, capital raises, restructurings, joint ventures, and succession planning.

Andros has served as outside counsel for clients ranging from emerging growth to mature public and private companies. He also advises high-net-worth individuals, family-held enterprises, private equity groups, investment bankers, business owners, C-suite executives, boards of directors, committees, and family offices.

“Jim is well known by many of our partners and a respected member of the Atlanta legal community,” said Joel Pieper, managing partner of the Atlanta office. “He brings significant experience that will strengthen our corporate bench, and we are excited to welcome him back to Womble.”

This addition reflects continued momentum for the Corporate Group, which has welcomed a string of notable partners in the last 12 months, including Hideki Akiyama (Raleigh, North Carolina), Scot Anderson (Denver), Tracy Bacigalupo (New York City), Al Broadbent (Charlottesville, Virginia), Rich Cameron (Washington, D.C.), Howard Herndon (Nashville), Cherylyn Harley LeBon (Tysons, Virginia), David Vance Lucas (Huntsville, Alabama), and Raj Singh (Tysons, Virginia).

Andros was a partner at Womble from 1998 to 2009. He rejoins the Firm from Parker, Hudson, Rainer & Dobbs alongside associate Robert Thrasher. Thrasher’s practice focuses on general corporate transactions, including structuring, negotiating, and drafting documents. His experience includes domestic and international mergers and acquisitions, divestitures, joint ventures, and corporate governance matters.

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About Womble Bond Dickinson
Womble Bond Dickinson is a transatlantic law firm with more than 1,000 lawyers based in 32 U.K. and U.S. office locations serving clients across every business sector. The firm provides core legal services including Commercial; Corporate; Employment; Dispute Resolution and Litigation; Finance: Banking, Restructuring, Insolvency; IP, Technology and Data; Private Wealth; Projects, Construction and Infrastructure; Real Estate; and Regulatory Law.

“Womble Bond Dickinson,” the “law firm” or the “firm” refers to the network of member firms of Womble Bond Dickinson (International) Limited, consisting of Womble Bond Dickinson (UK) LLP and Womble Bond Dickinson (US) LLP. Each of Womble Bond Dickinson (UK) LLP and Womble Bond Dickinson (US) LLP is a separate legal entity operating as an independent law firm. Womble Bond Dickinson (International) Limited does not practice law. Please see www.womblebonddickinson.com/us/legal-notice for further details.

Polsinelli Continues Corporate Growth Momentum With Two New Shareholders in St. Louis

Am Law 100 firm Polsinelli has welcomed two new shareholders to the firm’s St. Louis office and its Business Department – J. Powell Carman and C. Brendan Johnson. Joining Polsinelli from another Am Law 100 firm, both are experienced corporate attorneys who guide clients through transformative and complex transactions, securities financing, corporate matters, strategic alliances and venture capital investments. Their addition comes on the heels of the recent hiring of Raymond Jacobi and Matthew Weill, further demonstrating Polsinelli’s exceptional growth momentum in the corporate space.

“Powell and Brendan are outstanding attorneys who have earned their great reputations. Their addition reflects our continuing focus on the expansion of our department and the investment we are making in our high-priority areas of M&A, private equity and venture capital,” said Jane E. Arnold Co-Chair of Polsinelli’s Business Department.

“I am excited to join Polsinelli and offer the firm’s broader resources and deeper bench to our agri-business and ag-tech clients. I think our clients will particularly benefit from this in the areas of strategic investment and transactions,” said Carman.

“I was drawn to Polsinelli’s exceptional venture capital and M&A capabilities and its unmatched national platform,” said Johnson. “With clients in agri-business, distribution, software, life sciences, medtech and venture capital investing, Polsinelli’s robust full-service offering and depth in venture capital and M&A transactions make it a perfect fit. I am also excited to work with my new colleagues and reconnect with former colleagues across the firm’s offices.”

Carman counsels private and publicly held clients on general corporate matters, mergers and acquisitions, venture capital investments, strategic alliances, licenses, commercial agreements and other business issues. His practice focuses largely on clients in the life sciences, agribusiness, ag biotech and food industries. He has extensive experience guiding national and international biotech and agribusiness companies through acquisitions and divestitures and serves as outside general counsel for a number of privately held companies and nonprofit organizations. Carman received his J.D., with honors, from the University of Missouri-Kansas City and his B.S., cum laude, from the University of Missouri-Columbia. He is joining Polsinelli in the Corporate M&A Practice Group.

Johnson has a broad-based corporate practice with concentrations in venture capital, mergers and acquisitions, corporate finance and securities law, and corporate governance matters. He has represented clients ranging from emerging companies to public companies in matters such as private placements of debt and equity securities, mergers and acquisitions, corporate governance, and strategic commercial arrangements. He also has experience with initial public offerings and other public securities offerings as well as SEC periodic reports and proxy materials.

In addition, Johnson has represented numerous private equity-backed companies in connection with their acquisition programs and other strategic transactions. Johnson received his J.D. from the Georgetown University Law Center and his A.B., cum laude, from Princeton University. He is joining Polsinelli in the Venture Capital & Emerging Growth CompaniesPractice Group.

Polsinelli’s Mergers, Acquisitions and Divestitures Practice closes deals. Spanning multiple industries, the firm’s attorneys complete transactions for private and public companies. They work collaboratively with in-house personnel and coordinate efforts with clients’ investment bankers, local and foreign counsel, accounting firms and other advisers to provide high caliber, integrated legal advice covering all areas needed for a seamless negotiation and closing process. By taking the time to understand the economic and value-related consequences singular to clients’ business transactions, Polsinelli attorneys work to protect interests and lead in the navigation of a full range of deal options.

Polsinelli’s Venture Capital and Emerging Growth Companies Practice is focused on representing investment funds and venture-backed companies across a range of industry verticals, with a special concentration on disruptive technology, consumer, food and beverage healthcare and biotech/life sciences. While primarily focused on growth and later-stage equity, Polsinelli’s attorneys routinely represent seed funds and start-ups, and other pre-Series A companies. The team’s approach and processes allow Polsinelli’s clients to receive thorough and diligent counsel, but with the speed, pace and economics that venture capital requires

About Polsinelli

Polsinelli is an Am Law 100 firm with more than 1,000 attorneys in 22 offices nationwide. Recognized as one of the top firms for excellent client service and client relationships, Polsinelli is committed to meeting our clients’ expectations of what a law firm should be. Our attorneys provide value through practical legal counsel infused with business insight, offering comprehensive corporate, transactional, litigation and regulatory services with a focus on health care, real estate, finance, technology, private equity and life sciences. Polsinelli PC, Polsinelli LLP in California, Polsinelli PC (Inc) in Florida.

Polsinelli Grows Private Equity M&A Practice with New Shareholder Raymond Jacobi

(August 9, 2023) Am Law 100 firm Polsinelli has welcomed Raymond J. Jacobi III as a new shareholder to the firm’s Private Equity M&A Practice and in the Chicago office. Continuing the Business Department’s steady growth path, he is the seventh new shareholder the department has added in 2023.

“We are excited to welcome Ray to our steadily growing Private Equity M&A Practice,” said Jane E. Arnold, Co-Chair of Polsinelli’s Business Department. “Meeting our clients where the demand is has been a major priority for us and our focus has been on building out a deep bench of talented attorneys to help clients achieve their business goals, guiding them through investment cycles and their most impactful transactions.”

“With its proven culture of collaboration and exceptional platform for lateral attorneys to grow their practices, Polsinelli was a natural fit for me,” said Jacobi. “I’m excited to join the growing and well-respected private equity practice and contribute to its ongoing success.”

Jacobi focuses his practice on M&A, capital raising, private equity and general corporate matters. He represents privately held start-up companies and technology companies and their owners, including funds, and throughout their organizational growth cycles, from structuring transactions to handling ongoing business and compliance issues.

Prior to joining Polsinelli, Jacobi was a partner in the Business and Finance Group of a Chicago-based law firm. He received his J.D., summa cum laude, Order of the Coif, from the DePaul University College of Law and his B.A. from the University of Notre Dame. Polsinelli’s Private Equity practice advises private equity sponsors, portfolio companies and management teams in all aspects of the private investment life cycle. With a team of more than 120 attorneys, the firm has represented hundreds of private equity funds and portfolio companies in transactions. Polsinelli’s Private Equity team is nationally ranked 12th and 24th as most active law firm by Pitchbook 2022 Global League Tables for Private Equity deals.

The firm’s attorneys advise on every stage – from fund formation, investment and M&A activity to debt financings (including private credit and bank financings), equity financings, recapitalizations, special situations, and daily counsel to dispositions and exits. Polsinelli’s cross-disciplinary and business-minded attorneys leverage their unique skills to help clients take the next step in growing their businesses.

About Polsinelli

Polsinelli is an Am Law 100 firm with more than 1,000 attorneys in 22 offices nationwide. Recognized as one of the top firms for excellent client service and client relationships, Polsinelli is committed to meeting our clients’ expectations of what a law firm should be. Our attorneys provide value through practical legal counsel infused with business insight, offering comprehensive corporate, transactional, litigation and regulatory services with a focus on health care, real estate, finance, technology, private equity and life sciences. Polsinelli PC, Polsinelli LLP in California, Polsinelli PC (Inc) in Florida.

BOSTON, July 31, 2023 – Brown Rudnick announced today that John C. Cushing has joined its Boston office as a partner in the Corporate practice.

Cushing brings over 20 years of experience in advising public and private companies, entrepreneurs, family offices, business owners and C-suite executives. His practice focuses on corporate and securities law, including mergers and acquisitions, private equity and venture capital financing, business planning, entity selection and formation, joint ventures and strategic alliances, private placements and public offerings of debt and equity securities, software and technology licensing, SEC compliance, corporate governance, recapitalizations, executive compensation and general corporate matters.

“John is a very talented and highly versatile lawyer who is an ideal fit with our growth strategy for the Firm’s areas of focus, including technology and life sciences,” said Mark Dorff, managing director of the Firm’s Corporate & Capital Markets Department. “Our clients will greatly benefit from John’s depth and breadth of experience.”

Cushing represents clients in a variety of industries, including medical transportation, product distribution, alternative energy, consumer products, digital and print media, high technology, e-commerce and e-solutions, software development and information technology, life sciences, medical devices, pharmaceuticals, manufacturing, and professional and financial services.
Cushing previously was a director at Goulston & Storrs. Prior to working in private practice, Cushing gained experience in finance and operations as divisional controller and corporate cost and budget manager at The Timberland Company and in various positions at Lockheed-Sanders Inc.

“Brown Rudnick has built a tremendous corporate platform around talent, innovation and collaboration,” Cushing said. “As I embark on this new chapter of my career, I look forward to working with my new colleagues to help my clients achieve their business and financial goals.”

Cushing received a J.D. from Fordham University School of Law, an MBA from Boston University Graduate School of Business and a B.A. from St. Anselm College.

About Brown Rudnick LLP

Brown Rudnick is an international law firm that serves clients around the world from offices in key financial centers in the United States and the United Kingdom. We combine ingenuity with experience to achieve great outcomes for our clients in high-stakes litigation and complex business transactions. We deliver partner-driven service; we incentivize our lawyers to collaborate in the client’s best interest; and we put excellence before scale, focusing on industry-driven, client-facing practices where we are recognized leaders.

NEW YORK (July 10, 2023) – Barnes & Thornburg announced today that M. Shams Billah has joined the firm’s New York office as a partner in the Corporate Department. Billah will lead the firm’s Private Credit team and collaborate closely with the firm’s Private Funds and Asset Management practice.

Together with the recent addition of bankruptcy partner Gregory Plotko to the firm’s New York office, Billah will add significant leadership depth to the practice, which advises leading and early-stage asset managers across the spectrum of funds, finance, M&A and restructuring transactions. Billah joins from Hughes Hubbard & Reed LLP.

“Few finance lawyers have Shams’ level of experience in representing both lenders and borrowers,” said David Gotlieb, chair of Barnes & Thornburg’s Corporate Department. “We’re lucky to have his distinct perspective and depth of knowledge on sophisticated lender and borrower issues.”

Billah focuses his practice on advising credit funds and other global asset managers on a wide variety of corporate and finance matters, as well as advising private equity firms and their portfolio companies in a range of traditional middle-market acquisition and financing transactions, including secured and unsecured direct lending transactions, syndicated loan facilities, rescue financings and bond financing strategies. He also has significant experience in connection with debt restructurings, distress-to-own debt investments, liability management transactions, debtor-in-possession financings and exit financings. Billah’s industry experience includes healthcare, media, software, technology, restaurants and other franchised business models, aviation, and manufacturing.

“Our New York office has seen an exciting amount of growth in the first half of this year,” said Robert Boller, partner-in-charge of Barnes & Thornburg’s New York office. “Shams’ experience makes him a valuable addition to our leading Private Funds and Asset Management practice, and we’re looking forward to the work he and the Private Credit team will do on behalf of our clients.”

“This is a unique opportunity to be part of a stellar team that is well-positioned as a national resource for both early stage fund managers and sophisticated lenders deploying capital in the credit and alternative capital spaces,” said Billah. “I look forward to leading the Private Credit team and working alongside the firm’s top-notch Private Funds and Asset Management practice. Our clients will need guidance to implement the creative capital solutions that are increasingly necessary in today’s dislocated markets. In times of disruptions like these, sophisticated funds, investors, sponsors, financial institutions, and companies will benefit from the value proposition offered by the Barnes & Thornburg platform.”

Billah earned his B.A. in economics from George Washington University and his J.D. from the University of Pennsylvania Carey Law School, where he graduated magna cum laude.

Barnes & Thornburg’s Private Funds and Asset Management group provides investment managers and investors with guidance on fund formation and structuring, private transactions, financings, disputes, and regulatory enforcement matters. The firm’s clients range from startup advisers to some of the largest and most sophisticated fund managers and institutional investors in the world.

With more than 800 attorneys and other legal professionals, Barnes & Thornburg is one of the largest law firms in the country. The firm serves clients worldwide from offices in Atlanta, Boston, California, Chicago, Delaware, Indiana, Michigan, Minneapolis, Nashville, New Jersey, New York, Ohio, Philadelphia, Raleigh, Salt Lake City, South Florida, Texas, and Washington, D.C. For more information, visit us online at www.btlaw.com or on Twitter @BTLawNews.

“At first glance, it may seem as though Big Tech can’t figure out how to make money off its foray into podcasting. In early May 2022, Meta announced that it was abruptly ending Facebook’s podcast integration less a year after it launched. Facebook had offered podcasters the ability to upload their,” reports John Sullivan in The Conversation.

“Meanwhile, Spotify’s own expensive gamble on podcast integration within its music streaming service hasn’t resulted in the surge of new listeners that it had hoped and what about the emergence of social audio platforms like Clubhouse that promised to re-imagine podcasting as live audio chatrooms hosted by celebrities and public.”

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“On March 22, the Ninth Circuit reversed the trial court’s order and underlying decision in Wit et. al. v. United Behavioral Health and Alexander et al. v. United Behavioral Health (Case Numbers 20-17363, 20-17364, 21-15193, and 21-15194). In doing so, the court undid a pair of orders that had required UnitedHealthcare Group, Inc.’s (United) behavioral health unit to reprocess thousands of claims for substance abuse and mental health treatment after finding United’s coverage guidelines were improper — and thus its denials were unreasonable,” reports Top Class Actions in their JDSupra.

“The Ninth Circuit considered, in large part, whether United’s internal guidelines for mental health and substance abuse coverage contravened generally accepted standards of care. It held that United’s interpretation — that the plans did not require consistency with the generally accepted standards of care — was not unreasonable. In so holding, the Ninth Circuit ruled that the lower court was wrong in finding that United abandoned its duties under ERISA.”

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“Intellectual property may be among the most important assets in online 3D virtual worlds such as Meta’s metaverse, but guarding those assets will likely invite a flurry of complex, new legal challenges,” reports Matthew Cutler & Mark Spinelli in JD Supra.

“The proponents of “Web 3.0” have lofty goals to create a collaborative space that comprises a seamless experience across the virtual world(s) designed by developers and companies. These virtual worlds come with their own complex economy involving digital assets—both virtual and tangible—and each grounded heavily in decentralized finance.”

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“The Russian government is pushing forwards with plans to undermine intellectual property rules and reverse the rights of Western patent holders, in an effort to counter the impacts of Western sanctions,” reports Louis Goss in City A.M.

“The Russian government this week said Russian companies have no obligation to pay patent holders from countries that sanctioned Russia for use of their intellectual property, according to local media reports.”

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“The repercussions of the Russian invasion of Ukraine could extend deeply across the American economy, extending ultimately to corporate governance. Farfetched? An exaggeration? Think again,” reports Michael Peregrine in Forbes.

“Harsh new global realities arising from the invasion are likely to impact political discourse, government priorities, labor sentiment and consumer confidence. The stock market is expected to suffer, at least in the near term. Economic sanctions may accelerate inflation and exacerbate supply chain problems.”

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“Potentially as soon as late 2022 or early 2023, a new U.S. regulatory requirement will come into effect which will affect over 25 million existing business entities and another 3-4 million new entities each year,” reports Bryan Cave Leighton Paisner in JD Supra.

“The Corporate Transparency Act (“CTA”) will require small legal entities, both domestic and foreign, to file information about themselves and the individuals who formed, own and control them with a division of the U.S. Treasury Department.”

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“To invalidate patent is a common attack method in the “patent war”, especially when patentee uses the patent to litigate or demand high licensing fee,” reports Peter ZHANG in JD Supra.

“I divide the patent invalidation proceedings into three stages: preparation stage, oral hearing stage, and invalidation decision stage.”

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“U.S. Securities and Exchange Commission SEC Chair Gary Gensler will lean on corporate disclosures as the Biden administration sets its eyes on curbing anti-competitive behavior. In a meeting of the newly formed White House Competition Council set to take place later this week, Gensler will also,” reports Brian Cheung in Yahoo Finance.

“The SEC is one of six independent agencies scheduled to meet with eight cabinet secretaries in the council’s first-ever meeting on Friday at 10 a.m. ET, according to sources familiar with the matter. The White House announced the formation of the council in July, aspiring to address overconcentration, monopolization, and unfair competition.”

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“From stretched valuations to Federal Reserve tapering and a resurgence of Covid virus variants, there is no shortage of worries for stock investors. But anyone feeling tempted to bail might consider this: executives in charge of U.S. companies are stepping up their purchases. Corporate insiders,” reports Lu Wang and Elaine Chen in Bloomberg.

“Whose buying correctly signaled the bear-market bottom in March 2020, are not afraid of chasing the record-setting rally. More than 1,000 corporate executives and officers have snapped up shares of their own firms this month, the most since May of last year, according to data compiled by the Washington Service.”

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“U.S. stocks are firing on all cylinders with the major stock indexes hitting new highs in this month. On Aug 24, the S&P 500 Index recorded its 50th closing high year to date and a new all-time high. The Nasdaq Composite registered fresh closing and all-time highs. The Dow is hovering around its all-time high,” reports Yahoo Finance in their blog.

“Year to date, the three major stock indexes the Dow, the S&P 500 and the Nasdaq Composite have rallied 15.6%, 19.4% and 16.5%, respectively. By any means, this is an impressive performance considering that we are still not out of the pandemic. Moreover, Wall Street has witnessed this impressive performance after finishing an astonishing.”

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“Burlington Stores, Inc. Nyse Burl, a nationally recognized off-price retailer of high-quality, branded apparel at everyday low prices, today released its third annual Corporate Social Responsibility Report. This report highlights the important progress the Company has made across its Environmental,” reports Intrado Globe News Wire in their blog.

“Jody brings a wealth of knowledge and experience in several areas critical to our continued growth including, Compliance, Governance, Intellectual Property, ESG, M&A and general corporate matters that will surely have a positive impact on our mission of Building for Life. DeStefanis will oversee G-CON’s IP estate,”

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“Investors are betting that cash-rich companies will increase spending on everything from factories to share buybacks, a combination many believe can boost stocks in coming months. Businesses including Tyson Foods Inc., consumer-products firm Newell Brands Inc., Morgan Stanley,” reports Hardika Singh in The Wall Street Journal.

“They plan to build factories, expand research budgets, pay down debt or seek acquisitions while also giving priority to dividends or share repurchases. The hoard of cash held by U.S. companies is a key comfort for U.S. investors, despite worries that the spread of the Delta variant of coronavirus could dent the burgeoning recovery.”

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“A startup is founded, first product ships, customers engage, and then a larger company’s corporate development team sends a blind email requesting to connect and compare notes. If you’re a venture-backed startup, it would be wise to generate a return at some point, which means either get acquired,” reports Todd Graham in Tech Crunch.

“If you’re going to get acquired, chances are you’re going to spend a lot of time with corporate development teams. With a hot stock market, mountains of cash and cheap debt floating around, the environment for acquisitions is extremely rich. And as I’ve been on both sides of these equations, an increasing number.”

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“Reputation is the most important asset you’ll ever own. A recent study found that 70% of a company’s reputation is attributable to the perception of their CEO. Unfortunately, many CEOs don’t know what appears when searching their name in Google search results or on social media until it’s too late,” reports Chris Padilla in Chief Executive.

“Luckily, there are simple and effective ways to establish an online presence that can withstand negative media campaigns. For example, one of our clients is a technology industry veteran. In 2015, she was the target of an accusatory and baseless article—an article that, unfortunately, gained a lot of traction because of its inflammatory wording. It quickly rose to the first page of her Google search results.”

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“In the wake of George Floyd’s murder, corporate America pledged to do better, saying it would diversify its leadership, encourage equity and take concrete actions to root out systemic racism. But a USA TODAY analysis of previously undisclosed hiring records from dozens of top firms found that more than a year later, executive roles remain overwhelmingly white and male. Black and Hispanic workers, particularly women, tend to be concentrated in the lowest ranks, and some of the nation’s most powerful brands still refuse to disclose data on the gender, ethnic and racial makeup of their workforce,” reports Charisse Jones, Jayme Fraser and Dian Zhang in USA Today.

“They revealed that while Black and Hispanic employees are often overrepresented as compared to U.S. census data on the nation’s workforce among the technicians, administrative assistants and laborers who form the backbone of many organizations, they are less likely to be found at the company’s senior levels, or in other professional positions.”

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