From creating and guiding start-up corporations to counseling some of America’s largest companies engaged in multimillion and multibillion dollar transactions, Kaufmann Feiner’s corporate, commercial and securities transaction team - - chaired by Michael Yamin with Richard Rosenblum and Mark Beigelman - - is uniquely situated to handle the most delicate and critical business transactions with consummate skill and optimal results.

For the mature business entity, this means sophisticated and skilled counsel in the areas of corporate governance; mergers and acquisitions; theatrical syndications; business and contractual matters; regulatory compliance; corporate reorganizations; securitizations; real estate transactions; initial and secondary debt or equity public offerings and private placements; institutional financings; the purchase or sale of significant assets (including entire corporate divisions) and/or shareholder interests; identification of and compliance with all applicable laws/rules/regulations and federal and state securities, partnership, corporate and limited liability requirements; liability shields for individual officers and directors; conducting negotiations regarding critical corporate transactions; adducing extraordinarily tight agreements that accurately reflect the ultimate deal and minimize the likelihood that litigation will ever ensue (and, if it does, that the terms of the agreement itself are so well crafted that the client should prevail); and, representing with zeal, experience and effectiveness corporations involved in vital and high profile legal proceedings.

Among Kaufmann Feiner’s notable accomplishments in the area of corporate and commercial transactions:

• Serving as sole counsel to Toys “R” Us, Inc. as it relinquished majority ownership in Toys “R” Us Japan, Ltd., licensed that entity to continue operating under the Toys “R” Us name and system, and thus enabled that company to engage in a successful initial public offering of  that company’s securities.
  
• Participating, in various capacities, in some of the most significant merger, acquisition and spin-off activity conducted in the franchise arena over the past twenty years, including: the acquisition by Bass plc (now Six Continents Hotels, Inc.) of Holiday Inns; the acquisition of Pearle Vision, Inc. by Cole National Corporation; PepsiCo, Inc.’s spin-off of Pizza Hut, KFC and Taco Bell to a newly created entity, Tricon Global Restaurants, Inc.; Great Britain’s Grand Metropolitan plc’s (now Diageo plc’s) acquisition of the Pillsbury Corporation (and, in conjunction therewith, the Burger King network); Merrill Lynch’s sale of Merrill Lynch Realty to the Prudential Insurance Company of America, Inc.; Hilton Hotel Corporation’s acquisition of Promus Corporation (Embassy Suites/Doubletree Hotels/Hampton Inns/Homewood Suites); and, Cendant Corporation’s acquisition of Ramada Inns, Days Inns, Super 8 Motels and Howard Johnson.
  
• With co-counsel, structuring and effecting the first successful securitization of a franchisor’s revenue stream ever accomplished (the franchisor, Arby’s, Inc., netted nearly $300 million through this securitization without negatively impacting its operations at all).
  
• Negotiating and consummating the multimillion dollar sale of one of Manhattan’s premier 42^nd Street office buildings.
  

Start-up entities and entrepreneurs who are only beginning their journey will find that Kaufmann Feiner is uniquely positioned to help them embark, grow and achieve their goals.  From determining what type of business entity should be created to ascertaining what state or foreign country should be the situs of incorporation; what capitalization and financing will be required; board composition and voting rights; classes and number of shares to be offered; shielding business entities from liabilities which may be engendered by newly formed subsidiaries; corporate governance; shielding officers and directors from personal liabilities; shareholders’ agreements; buy/sell agreements; assisting family owned or other closely held businesses in planning and structuring successor management and ownership; and, engaging in initial or secondary public or private offerings of securities, Kaufmann Feiner’s corporate team is uniquely situated to guide the start-up business entity with a remarkable degree of foresight, efficiency and economy.

As with all other aspects of Kaufmann Feiner’s service, every effort is undertaken to minimize the fees associated with corporate assignments.  We know the enormous pressure that corporate counsel are under to keep their budgets in line and to minimize outside counsel fees.  And we make every effort to help them do just that.

We thank you for your interest in Kaufmann Feiner’s corporate, commercial and securities practice.  We invite you to learn more about us and give us the opportunity to learn more about you.  Come visit us at our New York City offices - - or let us visit you at your office.  Attend one of the many gatherings where Kaufmann Feiner attorneys offer their insights to business leaders; government officials; the media; and, other attorneys.  Or simply call us and ask how we can help you.