Our Business and Finance Practice Group has a breadth of expertise that covers the entire range of corporate, finance, tax and securities matters. Our broad diversification enables us to provide our clients with coordinated legal advice in multiple areas of the law. Among Utah’s top law firms, we have one of the largest, most experienced teams of transactional lawyers, whose capabilities enable us to handle the numerous issues that can arise in any corporate transaction. In 2012, Super Lawyers Magazine named Durham Jones & Pinegar as the No. 1 firm in Utah for its business and transactions law practice. Our attorneys serve as outside general and special counsel and advisors on a full spectrum of corporate transactional and other matters, including mergers and acquisitions, corporate finance, corporate governance, restructurings, private equity investments and a full range of other business transactions.
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We represent businesses of all types at all stages of development, including start-ups, emerging growth companies, mature private companies, public companies and large private institutional businesses. We advise businesses on various advantages and disadvantages of different ownership and capital structures, including considerations of tax effects and exit strategies. We provide strategic advice and guidance to our clients on all legal aspects of their business. Our attorneys have extensive experience with the laws governing Corporations, Partnerships and Limited Liability Companies under the laws of the state of Utah, Nevada, surrounding states and Delaware. As businesses develop, we structure and negotiate joint ventures, strategic alliances and licensing and codevelopment relationships. We also advise clients in the areas of marketing, sales and distribution arrangements.
Mergers & Acquisitions
Our attorneys represent businesses and investors in all aspects of mergers and acquisitions, consolidations, combinations, and asset sales. We recognize that every transaction, regardless of size, is important to our clients. Our lawyers strive to bring the same practical approach, creativity and commitment to excellence to each matter in which we are engaged. Our lawyers analyze, structure, negotiate, and manage merger, acquisition, and disposition transactions, helping our clients formulate the tactics, structure, and negotiating positions necessary to complete the deal.
Our attorneys assist with all aspects of capital formation and are particularly adept at public and private offerings of equity and debt securities, including offerings pursuant to Rule 144A. We advise issuers and underwriters on the analysis, structure, negotiation, and management of such transactions, beginning with pre-transaction planning and including due diligence. We prepare and file registration statements and other offering materials, FINRA filings, and “blue sky” registrations and exemption analysis. In addition, we advise our publicly traded clients on reporting and compliance requirements under all federal and state securities laws.
We advise clients in public and private financings alike. The experience of our attorneys extends to all types and combinations of debt and equity instruments. In a capital markets environment characterized by rapid change and innovation, our attorneys often structure new securities and transactions for clients in response to specific needs. In the area of public finance, we represent banks and other financial institution as well as borrowers, private equity sponsors and other investors, on all aspects of acquisition and leveraged financing transactions, from the deal structuring and the commitment stage to closing.
Our attorneys help clients with their business and individual income tax matters on the federal, state and local levels. We have in-depth experience and knowledge and have advised clients in the banking and finance, commercial, real estate, technology, oil and gas, mining, telecommunications and public utilities arenas.
We acted as lead or supporting counsel to the following significant transactions:
- Acquisitions or sales of manufacturing, industrial and service businesses, such as multi-location supermarket operations and consumer products companies, with transaction values aggregating in excess of $1 billion.
- Acquisitions or sales of technology companies for combined consideration (cash and securities) in excess of $750 million.
- Institutional lending (including construction financing) transactions totaling in excess of $2 billion.
- Private securities offerings of debt and equity securities raising proceeds in excess of $750 million.
- Public securities offerings of debt and equity securities raising proceeds in excess of $400 million.
We acted as counsel in the following transactions:
- Represented the selling shareholders of a private Utah-based consumer products companyfor consideration in excess of $490 million.
- Represented the shareholders of Seagull Book Inc. and Covenant Communications, Inc. in connection with their sale to Deseret Book Company.
- Represented a private developer of integration software products in connection with its $75 million acquisition by a large multi-national publicly traded software company.
- Represented the issuer in connection with a series of transactions for the sale of more than$50 million of convertible preferred stock to four separate investors and the subsequent registration with the Securities and Exchange Commission of the common stock of the issuer into which the preferred stock was convertible.
- Represented BriteSmile, Inc., a publicly traded, international provider of teeth-whitening systems, in connection with the $35 million sale to Discus Dental, Inc. of its associated center business, consisting of offering teeth-whitening procedures and products through more than 5,000 existing independent dental offices.
- Represented BriteSmile, Inc. in connection with the sale of $20 million of convertible debentures and warrants to eleven separate investors and the subsequent registration with the Securities and Exchange Commission of the common stock of the issuer into which the debentures were convertible.
- Represented MB Media Group, Inc., a St. George, Utah company, in connection with the sale of all of its radio station holdings to Cherry Creek Radio, a national multimedia holding company.
- Represented Dynatronics Corporation, a Nasdaq-traded company engaged in the business of medical and physical therapy supply manufacturing and sales, in the simultaneous acquisition by merger of six independent medical supply companies.
- Represented selling shareholders of Crownline Boats, Inc. in a private equity sale toPouschine Cook Capital Management.
- Represented nCoat, a private company that recently merged into a public shell, in connection with its purchase of approximately $12 million of convertible notes and warrants.
- Represented Mercury General Corporation, an NYSE-listed national insurance company, in the divestiture of its Texas insurance agency business.
- Represented Mad Catz Interactive, Inc., a leader in innovative video game entertainment accessories, in its acquisition of Take-Two Interactive Software, Inc.’s Joytech accessory business.
- Represented Align Financial Group, Inc., an insurance holding company in southern California, in its acquisition by James River Group, Inc., a Nasdaq-traded insurance holding company.
DJP Supports Entrepreneurs
Our firm recognizes the value that entrepreneurs contribute to our communities: creating jobs, developing superior products and services, and accelerating economic growth. As a result, we enjoy working with entrepreneurs, helping guide them through the business and legal issues they must face to achieve success. Our services include representation of early stage companies in organizational matters, securing intellectual property rights and protections, establishing and implementing equity incentive plans, pursuing equity and debt financings, documenting licenses, and negotiating commercial agreements. As companies mature, we assist with merger and acquisition transactions and in dealing with the capital markets.
DJP is the leading law firm in business transactions in Utah. Entrepreneurs and public and private emerging growth companies will benefit from having an experienced attorney to prepare for and participate in the venture capital arena. Within the DJP Business and Finance practice group, our talented team of attorneys provide expertise with respect to tax, intellectual property, venture capital, corporate governance and general corporate matters.