Business & Finance 2018-04-19T15:52:20+00:00

BUSINESS & FINANCE

BUSINESS & FINANCE

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.

BUSINESS LAW

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.

SECURITIES

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.

CORPORATE FINANCE

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.

TAX LAW

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.

D|J|P 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.

D|J|P 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 D|J|P 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.

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 company for 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 to Pouschine 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.

RUSSELL K. SMITH

CHAIR

801.415.3000
rsmith@djplaw.com

ELISABETH CALVERT

CHAIR

801.415.3000
esmith@djplaw.com

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AVOIDING COMMON M&A PITFALLS
Beware of “Residuals” Clauses in NDAs for M&A Transactions
DURHAM JONES & PINEGAR SPONSORS PRODUCT POWERUP
FIVE DURHAM JONES & PINEGAR ATTORNEYS RECOGNIZED BY BEST LAWYERS® AS “LAWYER OF THE YEAR”
26 DURHAM JONES & PINEGAR ATTORNEYS NAMED TO 2019 BEST LAWYERS LIST
DURHAM JONES & PINEGAR ATTORNEYS WERE SELECTED TO THE 2018 MOUNTAIN STATES SUPER LAWYERS LIST
2018 BRODY YOUNG SCHOLARSHIPS
THE VALUE OF GOOD BOILERPLATE
CHAMBERS USA RANKS NINE DURHAM JONES & PINEGAR ATTORNEYS
W. WALDAN LLOYD, SHAREHOLDER AT DURHAM JONES & PINEGAR, SPEAKS ABOUT EMPLOYEE BENEFIT LAW IN ONLINE WEBINAR
EDUCATING UNIVERSITY OF UTAH LAW STUDENTS ABOUT POTENTIAL CAREERS IN EMPLOYEE BENEFITS
DURHAM JONES & PINEGAR WELCOMES VICTOR A. TAYLOR AS NEWEST SHAREHOLDER

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DJP ATTORNEYS ASSIST IDAHO FARMER WIN A SWAMPBUSTER CASE AGAINST THE UNITED STATES GOVERNMENT
DURHAM JONES & PINEGAR REPRESENTS LIGNETICS, INC. IN ITS AQUISITION OF NEW ENGLAND WOOD PELLET, LLC.
DURHAM JONES & PINEGAR REPRESENTS ACUSHNET HOLDINGS CORP. IN ITS ACQUISITION OF LINKS & KINGS
DURHAM JONES & PINEGAR REPRESENTS EXECUTECH FINANCING TRANSACTION
NORTHWEST RESEARCH, INC. ACQUIRED BY FEDEX CORPORATION IN A STRATEGIC COMMERCIAL ACQUISITION
SILVER RUN ACQUISITION CORPORATION II MERGER FORMS COMBINED COMPANY VALUED AT APPROXIMATELY $3.8 BILLION
SMITH & CALVERT ASSIST IN SECURING INAUGURAL $200MM CREDIT FACILITY
DJP ATTORNEYS OBTAIN $647,090 JUDGMENT
DJP SUCCESSFULLY REPRESENTS RETIRING EQUITY OWNER IN RESTRUCTURING DEAL
DJP SAVES CLIENT MORE THAN $400,000 IN ESTATE TAXES
U.S. NINTH CIRCUIT COURT QUICKLY AFFIRMS DECISION FOLLOWING DJP SHAREHOLDER WM. KELLY NASH’S ORAL ARGUMENT
DJP SHAREHOLDER WM. KELLY NASH AND ASSOCIATE KIMBERLY N. BAUM PREVAIL ON BRIEFING BEFORE UTAH COURT OF APPEALS

Information Booklet

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