Carmody & Torrance has served as counsel and special counsel to a large, diverse group of Connecticut-based regional and international clients, ranging in size from corporations with international operations and annual revenues of a billion dollars to small, closely held businesses and start-up companies. Our clients, which include technology, service, manufacturing, energy, utility and other regulated businesses, as well as governmental entities and community based non-profit entities, regularly call upon us for advice and counsel regarding a variety of business transactions and relationships, including the formation of corporations, partnerships, limited liability companies, joint ventures and other forms of entities, as well as for ongoing advice regarding governance and operational issues.
As part of our corporate practice, we are involved in acquisitions and sales of businesses, from the initial business discussions, through participation in auctions, subsequent negotiations, preparation of transaction documents, filings under the Hart-Scott Rodino Act and closings.
We have substantial experience representing our publicly-traded clients under the Securities Act of 1933 and the Securities Exchange Act of 1934, including preparation of offering material and registration statements, representation of underwriters in the negotiation and preparation of underwriting agreements, agreements among underwriters and other documentation. Under the Securities Exchange Act of 1934, we have represented issuers in connection with the preparation and filing of annual, quarterly and monthly reports and have advised issuers regarding public disclosure of information, representation of broker dealers in connection with registration and reporting requirements and various compliance issues.
Recent Engagements Include:
- Roll-Up. Served as counsel in connection with the acquisition of a Connecticut-based company manufacturing pest control and commercial hygiene products, subsequent “add-on” acquisitions in Canada and the United Kingdom, and the eventual auction and sale of the company to a private equity group for a purchase price in excess of $100,000,000
- Spin-Off. Represented a local manufacturing company and its German parent entity in structuring and implementing the tax-free “spin-off,” under Section 355 of the Internal Revenue Code, of an operating division with sales in excess of $10,000,000 in exchange for the equity held by a minority shareholder
- Business Acquisition. Represented a minority shareholder in a buy-out of the majority shareholders of a consumer products company with sales in excess of $50,000,000
- Plant Acquisition. Represented a large international gas company in its acquisition of a 786 MW natural gas-fired electric generating facility
- Municipal Divestiture. Involved in the sale of a government-owned water utility to another governmental entity
- Plant Divestiture. Represented a utility in the sale of its merchant electric generating plants