Practice Strengths

Nearly 200 business lawyers in all 11 of our offices work with clients in every region in the United States and many parts of the world, providing comprehensive and experienced business counsel to large and small publicly traded corporations and closely held businesses of all sizes.  Our clients represent nearly every segment of industry, including media communications, hospitality, healthcare, insurance, manufacturing, retail, banking and finance, real estate development, energy, technology and many others.  We provide informed counsel in corporate and securities matters, mergers, acquisitions, dispositions, debt finance, real estate, international transactions, project and structured financing, bankruptcy and commercial law and a variety of other corporate transactions.

Recognition

 

• More than 20 lawyers listed in various business-related categories in the latest edition of The Best Lawyers in America.
• Designated in the latest edition of Chambers USA as being among the top corporate, bankruptcy, real estate and mergers and acquisitions firms in Ohio.
• Listed in the latest edition of Chambers USA as having a "highly regarded" New York mergers and acquisitions practice.
• Listed by Chambers USA as being among the top real estate firms in Texas.
• Recognized by Chambers USA as having a top mergers and acquisitions/private equity practice in Florida.
• Named a "Go-to Law Firm" by general counsel surveyed for Corporate Counsel® magazine's guide to in-house law departments at the nation's top companies.
• The Legal 500 named Baker Hostetler as a top firm in Middle-Market M&A (defined as sub-$500 million).
• "Super Lawyer” designation of team members by regional publications from California to Ohio and Washington, D.C.

Leadership in Action

Corporate Governance: Advising an audit committee on accounting irregularities

Client: The audit committee of a NASDAQ-quoted company

Type of Matter: Corporate governance concern

Our Client's Challenge:  The audit committee that came to Baker Hostetler for guidance believed that accounting fraud might have been committed in one of its foreign subsidiaries.

The Goal: Help our clients exercise their fiduciary responsibilities to ensure that the company's internal controls and internal and external reporting were consistent with applicable regulatory requirements and in the best interests of the shareholders.

Our Strategy: Our lawyers worked closely with a team of forensic accountants in reviewing relevant documentation and conducting extensive interviews to identify the source and scope of the problem.

Results: We delivered findings and recommendations to the company's audit committee that enabled it to identify the source of the fraudulent accounting entries, undertake corrective disclosure, avoid regulatory penalties and implement steps to avoid similar problems in the future.

Private Equity/Venture Capital: Realizing a substantial return on a major venture investment

Client: Private investor group Park Corporation, headed by Cleveland-area investor Raymond P. Park

Type of Matter: Venture investment

Our Client's Challenge: Purchase the axle operations of General Motors, the first core business that the automotive giant had ever sold.

The Goal: Help our client handle the complex acquisition issues, from union contracts to environmental concerns to capital investment, and turn around what was then an unprofitable company.

Our Strategy: Baker Hostetler’s private investment team handled a multitude of challenges in the purchase of American Axle & Manufacturing, particularly benefit and pension legacy costs. Because the transaction was done as a private investment, we lined up financing from an investment bank, and then from General Motors itself when more financing was needed. Another key was hiring a veteran industry management team that put strategies in place to take advantage of major market growth for American Axle products used in light trucks and SUVs.

Results: Four years after the initial acquisition, we helped our client sell his 86% stake in American Axle to New York investment bankers, The Blackstone Group, for $2.2 billion, nearly 100 times our client’s initial cash investment in the deal.

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Mergers/Acquisitions

We advise market-leading FORTUNE 1000 companies and private companies within a wide spectrum of industries in implementing mergers and acquisitions, and we counsel growing middle-market companies seeking strategic acquisitions and private companies seeking liquidity through sale or merger.

We take a team approach to mergers and acquisitions, working with other specialists engaged by our clients—including investment bankers, accountants and public relations firms—and drawing on the skills of our lawyers nationwide to handle tax, environmental, employment, benefits, intellectual property and antitrust concerns. We offer comprehensive service during all stages of the transactional process. Please see our Mergers/Acquisitions practice description for more information.

Real Estate

The foundation of Baker Hostetler's Real Estate Practice team rests on the broad experience of our real estate lawyers. With capabilities in finance, development, acquisition, disposition and leasing matters, as well as the energy and hospitality industries, we offer a full range of legal services to help clients meet their real estate objectives. Consistent with the multi-layered nature of our clients' transactions, our Real Estate Practice team frequently calls upon, and works seamlessly with, our colleagues in other disciplines such as tax, corporate and environmental to achieve results in an efficient and cost-effective manner. Please see our Real Estate practice description for more information.

Securities Offerings/Reporting
We handle all the legal matters related to public and private offerings of equity and debt securities for some of the world's largest and most successful companies. Baker Hostetler represents both issuers and underwriters of offerings, as well as trusts and other large shareholders selling securities in private and underwritten public offerings. We are experienced in all types of private and public securities offerings, including common stock, preferred stock, rights, warrants, convertible debentures and various other types of debt securities. Our lawyers help clients resolve governance and capital planning issues and advise them on the selection of transaction participants and transaction structure. We advise public companies on all of their reporting and securities-related responsibilities, from obligations of officers and directors under the federal securities laws to stock exchange listing and SEC reporting requirements. Please see our Securities Offerings/Reporting practice description for more information.

Private Equity/Venture Capital

We have represented equity investors and companies raising private capital throughout our history, and today counsel clients on virtually every legal aspect of early stage and emerging company capital formation and buyout transactions. On the investment side, our clients include top venture capital and private equity funds, as well as portfolio companies and high-growth-oriented businesses. We guide them through multiple rounds of investments and portfolio acquisitions, and provide counsel for exit strategies, including recapitalizations, IPOs or private sales—relying on Baker Hostetler's firmwide resources to handle tax, regulatory and other issues and to help our clients achieve their financial and investment goals.

Our lawyers have assisted early- and mid-stage and sector-specific venture funds throughout the world, and fully understand today's issues of lower market valuations, scarce capital and slower growth. Our clients include venture capital and private equity funds, real estate and other sector-specific equity funds, mezzanine funds, funds-of-funds and hedge funds, raising anywhere from $15 million to over $100 million on any given transaction. We advise them on structure and terms, relationships with fund principals, securities regulation and Investment Company and Advisor Act compliance. Please see our Private Equity/Venture Capital practice description for more information.

Debt Finance
Companies that turn to the global debt finance market for their most complex capital needs rely on Baker Hostetler. Each year we represent borrowers and lenders in billions of dollars of commercial finance transactions. Many of these projects involve the most sophisticated debt finance products of the financial and capital markets. We have assisted some of the world's largest market leaders in the energy, healthcare, hospitality, media and transportation sectors with their financing needs for everything from acquisitions to capital restructuring. We also represent numerous bank groups and other credit sources in structuring U.S. and international credit facilities, including both upside credit restructurings and downside credit management issues.

We work with credit structure, documentation and collateral perfection in all types of senior and subordinated commercial and asset-based facilities. Our lawyers have broad capabilities in project finance, the securitization of mortgage loans, real estate portfolios, receivables and other financial instruments. We help borrowers secure low-cost financing while using cutting-edge techniques to protect lenders.

Baker Hostetler's capabilities in lease financing, particularly sale-leaseback and synthetic lease transactions, are well known in the industry. And we have a long and successful history of representing public sector and not-for-profit borrowers and their underwriters in issuing tax-exempt debt and other public finance instruments. Please see our Debt Finance practice description for more information.

Corporate Governance
Baker Hostetler has counseled clients for decades on state and federal corporate governance issues, with special recent emphasis on the corporate responsibility and public disclosure requirements of the Sarbanes-Oxley Act. Our lawyers understand the evolving requirements and the actions necessary to maintain or achieve compliance with Securities and Exchange Commission and stock exchange regulations. We also assist with the governance implications of business entity formation and structure.

We help public companies establish governance policies, develop compliance programs and conduct confidential investigations related to noncompliance concerns. Our team has the necessary experience to handle SEC reporting requirements. Baker Hostetler lawyers also advise executives, officers, directors, boards and special committees on fiduciary responsibilities (particularly regarding stock transactions) and on indemnification and liability issues. Please see our Corporate Governance practice description for more information.

Project Finance
Project finance—the building of energy pipelines, utility generating plants, sports stadiums industrial facilities and similar capital-intensive construction projects—encompasses a complex mix of sophisticated legal, financial, regulatory and management issues. Baker Hostetler is skilled at this kind of multi-disciplinary counsel. We help clients develop, finance, restructure, purchase and sell energy projects, hotels and resorts, sports complexes, corporate and industrial parks and multi-use residential/commercial developments. Please see our Project Finance practice description for more information.

Bankruptcy, Restructuring & Creditors' Rights
Baker Hostetler has played a key role in many of the most important bankruptcy cases throughout the U.S. and around the world. Our lawyers regularly handle complex, high-profile and strongly contested bankruptcies for debtors, creditors and committees. We understand the unique needs of creditor committees and secured lenders, having worked in almost every major commercial sector to provide business advice and strong advocacy. In court we can often prevent the dissipation of assets and secure maximum recovery of collateral. And we can help with the problems that a bankruptcy filing causes for the customers and suppliers of the debtor.

Bankruptcy is not the only alternative for companies in trouble. We advise debtors on the benefits of workouts, refinancings, liquidations and other non-judicial strategies that save time and expense. These options are often an opportunity for stronger companies to purchase a debtor's assets, and we have helped buyers acquire businesses and assets ranging from steel mills to retail stores.  Please see our Bankruptcy, Restructuring & Creditors' Rights practice description for more information.

International Business Transactions
Baker Hostetler lawyers have represented corporate clients of all sizes on business transactions in more than 100 countries. Our international business experience includes mergers and acquisitions, joint ventures, technology transfers and licensing, debt and equity financing, and contracts and commercial agreements.

We understand both the art of the deal and the special international considerations involved, such as the impact of the U.S. Foreign Corrupt Practices Act (FCPA) and the International Anti-Bribery and Fair Competition Act on the conduct of international business. We frequently help create new opportunities for foreign clients outside their home countries, including in the U.S. With multilingual capabilities, an understanding of specialized tax and intellectual property issues, and a strategic focus on the interaction between business transactions and trade flows, we work to ensure that cross-border transactions meet our clients' objectives—anywhere in the world.  Please see our International Business Transactions practice description for more information.