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OVERVIEW

Corporate Counsel Services Open for Business

Our attorneys are regularly asked to fulfill or supplement general counsel needs for clients who do not have inside counsel. This is typically a seamless relationship, especially after we have spent time getting to know your business. As outside general counsel, we serve as the clearinghouse for all of your legal needs, helping identify issues and ensuring that legal problems are handled by the best resources possible, both inside and outside our firm.

Many of our clients find that relying on their corporate attorney to provide this service helps avoid the inefficiency that arises when they have to bring a new issue to a lawyer who does not know them well.

For companies that have internal counsel, our corporate attorneys regularly work hand-in-glove with in-house counsel. We understand that in-house teams have enormous responsibilities and are under ever-increasing demands to control costs. While our firm stands ready to assist with bet-the-company crises, we are equally prepared to help manage more routine legal affairs at times when critical cases and transactions or emergencies demand more of your internal counsel's attention.

Practice Leaders

Robert Stead

Robert R. Stead

Partner
Grand Rapids Managing Partner, General Counsel Services Chair, Agriculture and Food Co-Chair

Grand Rapids

P 616-742-3995

F 616-742-3999

John Willding, Dallas Attorney

John Willding

Partner
General Counsel Services Chair

Dallas, Washington, D.C.

P 214-258-4139

F 214-258-4199

EXPERIENCE
  • Barnes & Thornburg has served as primary outside transaction counsel to a large automotive equipment manufacturer in connection with a series of development deals related to hybrid technologies and other next-generation products.
  • Barnes & Thornburg was co-counsel to Johnson & Johnson in connection with its bid to merge with Guidant Corporation, manufacturer of cardiovascular medical products in 2006. After the transaction was modified, a bidding competition ensued and Johnson & Johnson's $24 billion bid was exceeded by Boston Scientific.
  • Brad has worked with numerous business owners to structure ownership of their businesses, particularly as it relates to voting control, distribution decisions, and buy-sell arrangements. This extensive participation on the front end has allowed Brad to provide valuable advice to minority shareholders in disputes related to ownership. Specifically, Brad represented minority shareholders of a manufacturing business regarding alleged mismanagement, misuse of corporate funds and other violations of fiduciary duties to the minority shareholders. The dispute was resolved for the benefit of the minority shareholders, and resulted in a buyout of the minority shareholders at a significant multiple over what the majority shareholders had initially offered.
  • In anticipation of a proposed transaction where a component of the transaction was mandated to be an asset transaction, Barnes & Thornburg undertook a corporate reorganization of the C corporation, which resulted in a significant reduction in the tax cost in the acquisition. The reorganization allowed the majority of the transaction to still be a stock transaction and still accommodate the requirement of an asset transaction.
  • Represented purchaser in the acquisition of all of the outstanding common stock of one of the leading manufacturers of world globes, supplying both the scholastic and retail markets. The acquisition of the Midwest-based manufacturer helped the client achieve synergies and economies of scale with its related businesses and access new markets for its existing products. We further assisted the client in consolidating the acquired business entities to enhance business efficiencies and its manufacturing operations.
  • Represented purchaser in the acquisition of all of the outstanding common stock of one of the leading U.S. manufacturers of graduation robes, judicial robes, choir robes and academic regalia with operations in Florida, Illinois and the Northeast. The acquisition helped the client achieve synergies and economies of scale with its related businesses. We further assisted the client in consolidating the acquired business entities to enhance business efficiencies and ultimately consolidating its manufacturing operations.
  • This project involved our firm conducting initial due diligence with regard to our client’s interest in developing new business relationships in seven foreign companies. Five members of our firm conducted the initial due diligence in multiple areas, including 1) corporate registration requirements, 2) secondment review, 3) labor and employment requirements and issues, and 4) immigration requirements and issues. Our firm also engaged and worked with local counsel in each country through our TerraLex affiliates.
  • We served as outside counsel to a strategic bidder in a controlled auction and successful purchaser of the world’s leading manufacturer of cheerleader uniforms and leading sponsor of cheerleading and sport cheer competitions. The acquisition was funded with cash and a new syndicated senior credit facility that was negotiated and document in connection with the acquisition. The transaction enabled the client to diversify its business lines to feature new products in complementary markets.
PROFESSIONALS

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