William J. Conti

Partner

Washington, D.C.
T +1.202.861.1726
F +1.202.861.1783

Overview

Bill Conti concentrates his practice in the areas of mergers and acquisitions, corporate and federal securities law, finance, and general business and transactional matters. Bill serves as lead acquisition counsel for several of the largest corporations in the world and investment funds in both domestic and international transactions. He has extensive international mergers and acquisitions experience and has served as lead counsel in more than 40 cross-border transactions. He has represented clients as lead securities counsel in initial public offerings, private placements, going-private transactions, proxy contests and in connection with tender offers, as well as in general compliance matters. His finance experience arises primarily in connection with the financing of acquisitions, for which he also acts as lead acquisition counsel.

Since 1994, Bill has served as head of the firm's Washington, D.C., office business practice, which includes administrative responsibility for and coordination of the securities, corporate, finance, mergers and acquisitions, and other practices in the D.C. office and with the firm's 10 other offices.

Select Experience

  • Served as lead corporate and acquisitions counsel for a Fortune 100 corporation in numerous national and multinational acquisitions and private equity investments in the life sciences and other industries. Efforts included structuring and negotiating acquisitions; negotiating letters of intent and term sheets; negotiating and preparing all transactional documentation, including acquisition agreements, employment consulting agreements and noncompetition agreements; and coordinating legal, corporate, tax and employee benefit and labor diligence.
  • Served as lead corporate and acquisition counsel in the representation of a Fortune Global 200 multinational corporation in acquisitions in California, Alaska, North Carolina, Louisiana, Utah, Illinois, Florida, New Hampshire, New York, Massachusetts and Nevada, among other states. Efforts included structuring the acquisitions as asset or stock purchases and negotiating letters of intent; preparing all transaction documentation, including purchase agreements, employment or consulting agreements, and noncompetition agreements; coordinating legal corporate, tax and employee benefit and labor diligence; and assisting the client's regional personnel with business diligence.
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Experience

  • Served as lead corporate and acquisitions counsel for a Fortune 100 corporation in numerous national and multinational acquisitions and private equity investments in the life sciences and other industries. Efforts included structuring and negotiating acquisitions; negotiating letters of intent and term sheets; negotiating and preparing all transactional documentation, including acquisition agreements, employment consulting agreements and noncompetition agreements; and coordinating legal, corporate, tax and employee benefit and labor diligence.
  • Served as lead corporate and acquisition counsel in the representation of a Fortune Global 200 multinational corporation in acquisitions in California, Alaska, North Carolina, Louisiana, Utah, Illinois, Florida, New Hampshire, New York, Massachusetts and Nevada, among other states. Efforts included structuring the acquisitions as asset or stock purchases and negotiating letters of intent; preparing all transaction documentation, including purchase agreements, employment or consulting agreements, and noncompetition agreements; coordinating legal corporate, tax and employee benefit and labor diligence; and assisting the client's regional personnel with business diligence.
  • Served as lead corporate and securities counsel for a firm commitment initial public offering for an externally advised real estate investment trust (REIT). Efforts included structuring, creating and organizing the issuer and adviser (Delaware corporations); structuring a merger of existing Michigan corporations into a newly created Delaware corporation; documenting and effecting partial redemption of the issuer's privately placed redeemable preferred stock from a foreign governmental institutional investor and the exchange of registered REIT stock for unredeemed preferred stock; negotiating and documenting a purchase by the REIT of general partnership interests from affiliated partnerships and coordination with counsel for the affiliated partnerships of a proxy solicitation with respect to the approval by limited partners of the sale to the REIT; negotiating and preparing employment agreements with senior management; creating a long-term incentive plan and directors' deferred compensation plan; formulating conflict of interest procedures with respect to the allocation of business opportunities among the REIT and affiliated partnerships engaged in similar lines of business; overseeing all diligence required by underwriters including, with respect to confirming titles to approximately 79 properties, rights to acquire 62 properties and qualification to do business in approximately 25 states; negotiating an underwriting agreement; responding to all Securities and Exchange Commission (SEC) comments including coordination with the REIT's certified public accountants in responding to substantial comments concerning financial statement treatment of a merger’s forming issuer; and closing the offering and issuing a corporate opinion as well as coordinating the issuance of a tax opinion with respect to REIT matters. Post-offering efforts have included advising on all aspects of federal securities law compliance, including the preparation of periodic reports and proxy materials, and preparing for the annual meeting of stockholders; advising on the adoption of a stockholders' rights plan; general corporate and business representation; assistance in connection with refinancing of the client's $150 million credit facility; and representation in connection with newly formed affiliated ventures in the healthcare and entertainment industries.
  • Represented a privately held Forbes 50 company in the acquisition of substantial distribution rights from a bankrupt competitor through a plan of reorganization. Efforts included working with bankruptcy counsel in assessing the client's options for consummating the targeted acquisitions of distribution rights; negotiating the acquisition with counsel for official unsecured creditors' committees as part of a plan of reorganization that was confirmed despite the efforts of the debtor to confirm a competing plan; negotiating with creditors' committees of agreement for the proposal of a client-supported plan of reorganization and terms of the plan of reorganization relevant to the client; negotiating with counsel for a secured creditor concerning obtaining support for the plan of reorganization; negotiating distributorship agreements with numerous domestic brewers and importers of major foreign and domestic brands; and coordinating a bankruptcy strategy with the purchasers of other distribution rights under the plan and with interested creditors.
  • Served as lead corporate and securities counsel for a limited partnership and corporate general partner developing an off-strip resort casino in Las Vegas in a 144A offering of senior subordinated notes and a subsequent registration of exchange offer. Efforts included negotiating indenture, form of note, purchase, registration rights and other related agreements; preparing an offering memorandum and exchange offer registration statement; closing a private placement and issuing a legal opinion, and coordinating an issuance of opinion concerning gaming regulatory matters; responding to SEC comments concerning an exchange offer registration; and consummating an exchange offer. Post-offering efforts have included advising on all aspects of federal securities law compliance including the preparation of periodic reports; assisting Nevada gaming law counsel with federal securities law and transactional issues relevant to the client's pending gaming license applications; advising the client on obligations under a credit agreement and indenture with respect to a $200 million aggregate principal amount of mortgage notes and senior subordinated notes, including with respect to operating leases and sale/leaseback transactions.
  • Served as lead securities counsel for Rule 144A offerings (aggregate value of approximately $500 million) of multiple classes of securitized notes issued by a special-purpose Delaware business trust (an affiliate of a NASDAQ-listed company) owning business value loans, secured (fee and leasehold) real estate loans and equipment loans from owners and operators of franchise and chain restaurants, specialty retail stores and automobile dealerships. Efforts included being responsible for the content of preliminary and final offering circulars, negotiating a notes purchase and placement agreement, and addressing securities issues in an opinion to the underwriters.
  • Served as lead corporate and securities counsel for an initial public offering for a Virginia-based manufacturer of mobile computers. Efforts included reincorporating an issuer in Delaware through a merger into a newly created Delaware corporation; negotiating a letter of intent and underwriting agreement with investment bankers; negotiating and documenting a buyout from a dissenting stockholder in the merger; negotiating the forfeiture of escrow for the shares of officers, directors and principal stockholders; negotiating and preparing employment agreements with management; negotiating bridge financing through underwriters utilizing exchangeable debentures and concurrent registration of shares exchangeable for debenture obligation; all aspects of the private placement of bridge financing; preparing an omnibus employee stock option plan; responding to SEC comments; and closing the offering, issuing a corporate opinion and coordinating an issuance of opinion by patent counsel.
  • Served as lead corporate and securities counsel for a New York Stock Exchange (NYSE)-listed REIT in a major public reorganization (aggregate value of more than $1 billion). Efforts included representing approximately 20 affiliated publicly held partnerships in connection with the preparation of proxy material seeking an approval of reorganization, obtaining SEC clearance for a proxy material and special meeting approving the transaction, and addressing fiduciary issues arising under corporate law.
  • Served as lead corporate and acquisitions counsel in the acquisition and sale of wireless cable television rights in Washington, D.C., Detroit and Baltimore to two publicly held companies in a series of transactions including mergers, asset sales and like-kind exchanges (aggregate value of approximately $100 million). Efforts included negotiating an agreement with an investment banking firm, structuring and negotiating transactions, negotiating merger and asset sale agreements reflecting the transactions, coordinating tax counsel and communications counsel with respect to structuring the transactions, negotiating and subsequently restructuring bridge loans from domestic and offshore institutional investors and high-net-worth individuals pending completion of the transactions, and closing the transactions and issuing opinions.
  • Served as lead corporate counsel for a NASDAQ-listed regional airline in the negotiation of a $50 million credit agreement with respect to a revolving loan secured by operating revenues and manufacturers of aircraft spare parts. Efforts included negotiating a credit agreement and all related documentation with the lender's counsel, coordinating with FAA counsel with respect to perfection and other issues relating to a security interest in spare parts, and structuring a related secured loan by the client to a quasi-governmental local airport authority for the construction of a passenger facility to be leased by the client.
  • Served as lead corporate counsel in the representation of a German-owned holding company in a redemption of preferred stock from the seller of the client's U.S. subsidiary. Efforts included reviewing and analyzing the acquisition agreement pursuant to which preferred stock was issued and governing terms of redemption were established, coordinating the tax analysis and structuring with tax counsel, and documenting the redemption.
  • Served as lead corporate and securities counsel in the representation of an AMEX-listed insurance company in a private placement of securities to institutional investors and a subsequent S-3 registration. Efforts included negotiating and documenting the private placement of securities and a registration rights agreement with three institutional purchasers and preparing the registration statement and AMEX listing application.
  • Served as lead corporate and securities counsel to a major national owner-operator of manufactured home communities in the creation and syndication of limited partnerships and limited liability companies for acquiring properties. Efforts included structuring transactions and creating issuers for the purposes of acquiring properties, preparing limited partnership agreements and limited liability company operating agreements, preparing confidential offering memoranda for the syndication of limited partnership or limited liability company interests or interests in subordinated debt offerings necessary to complete the acquisitions, coordinating with tax counsel for the issuance of tax opinions, and blue sky law compliance.
  • Serving as lead securities and corporate counsel in the representation of a publicly held provider of cable television programming. Efforts include advising on all aspects of federal securities law compliance and preparing periodic reports and proxy material, general corporate and business representation, and analyzing for a possible sale or reorganization.
  • Served as lead investigation and securities counsel in the representation of a major quasi-governmental entity in an SEC investigation concerning the municipal bond industry. Efforts included the review and analysis of a more than $1 billion interest rate swap transaction; negotiating, and overseeing the response to, an SEC subpoena; an extensive factual investigation; and preparing witnesses for, and for the defense of, depositions by SEC staff.
  • Served as lead investigation and securities counsel in the representation of former principals of a cellphone company in an SEC investigation of potential insider trading and tender offer rules violations. Efforts included analyzing potential criminal liability in determining a response to an SEC subpoena; negotiating the indemnification of the clients by the acquirer of the company previously controlled by the clients; negotiating, and overseeing the response to, the SEC subpoena; an extensive factual investigation; preparing clients for, and for the defense of, depositions by SEC staff; preparing and drafting an extensive Wells submission setting forth the clients' analysis of potential allegations; and advising the clients with respect to a related inquiry by a U.S. attorney. 
  • Served as lead securities counsel in the representation of a NYSE-listed company in a dispute with a Big 5 accounting firm concerning the appropriate application of recently adopted interpretations of generally accepted accounting principles (GAAP) in the preparation of audited financial statements. Efforts included reviewing and analyzing relevant accounting literature (Financial Accounting Standards 128 and Accounting Principles Board 15) and preparing a submission to the SEC Office of the Chief Accountant.
  • Served as lead securities counsel to a NASDAQ-listed Delaware corporation in a dispute over the inclusion of a stockholder proposal in proxy materials for an annual meeting. Efforts included preparing all materials required to be submitted to the SEC pursuant to Rule 14a-8 and in response to SEC staff comments, including analyzing grounds for exclusion of the proposal and a supporting legal opinion under applicable state law.
  • Representing a major sports league in various corporate and organizational matters as well as in major transactions involving the sale or financing of franchises. Efforts include advising on corporate governance and compliance with the requirements of the league constitution and other constituent documents, reviewing and analyzing franchise acquisition and financing agreements for compliance with league requirements, and advising the league president on disputes among league members arising out of the league's constitution and rules.
  • Represented a state-chartered bank in the structuring of an investment vehicle for the disposition of nonperforming or troubled assets to facilitate a $40 million investment by a foreign government-owned parent. Efforts included coordinating with tax counsel, bank regulatory counsel and certified public accountants in structuring the transaction and preparing a partnership agreement.
  • Serving as lead corporate counsel in structuring the potential entry of a subsidiary of a European telephone company into the North American long distance market. Efforts include coordinating efforts of tax and regulatory counsel in analyzing alternate structures based on Federal Communications Commission licensing requirements and potential tax liability under an applicable tax treaty, and negotiating and documenting the relationship with North American sales agents.
  • Served as lead corporate counsel in advising an Italian state-owned company and governmental parent with respect to a dispute over a business relationship with, and an investment in, a U.S. limited liability company (LLC) and restructuring the LLC's indebtedness to the clients. Efforts included reviewing and analyzing an international sales agreement for a sale by the clients to the LLC of manufacturing equipment and operating agreement governing rights and obligations of the governmental parent corporation as an LLC member, negotiating and documenting the restructuring of financial relationships between the clients and a controlling member of the LLC, and advising on the viability of potential litigation and/or arbitration.
  • Served as lead securities counsel in the representation of a large privately held corporation in a dispute with a publicly held minority stockholder concerning the stockholder's accounting treatment of an investment in the client within audited financial statements. Efforts included working with the client's independent accountants in analyzing the stockholder's financial statements, developing a position before the SEC concerning the applicability under GAAP of the equity method or cost method of accounting to the stockholder's investment in the client, assisting the client in selecting an independent certified public accountant to act as an expert in discussions with SEC staff, and preparing an analysis to present to SEC staff supporting the client's position.
  • Serves as the designated opinion reviewer responsible for ensuring compliance with the firm-wide legal opinion policy.
  • Serves as the firm-wide designated securities reviewing partner responsible for performing "cold reviews" of all offering materials for designated securities offerings pursuant to firm policy.
  • Oversees office procedures for responding to audit inquiries with the ultimate responsibility of approving all responses.

Recognitions and Memberships

Recognitions

  • Martindale-Hubbell: AV Preeminent

Admissions

  • U.S. Court of Federal Claims, 1982
  • U.S. District Court, District of Columbia, 1979
  • District of Columbia
  • Maryland

Education

  • J.D., Georgetown University Law Center, 1978
  • B.A., Georgetown University, 1975, cum laude