Overview Whether working with a client to structure and negotiate a strategic transaction or key commercial agreement, to implement effective governance and risk oversight, or to communicate effectively to key constituencies through public company reporting, Choate’s corporate attorneys and specialists have a breadth of experience that enable us to handle a broad range of transactions and other important matters, while focusing on the items that truly matter. Our corporate department provides private equity clients integrated services with our employment, finance, intellectual property, litigation, real estate, and tax practice groups. We also have a dedicated group of portfolio company specialists that work closely with our deal lawyers and specialists on the most important matters that arise during the hold period of our private equity investments, including add-on acquisitions, employment and equity agreements for management and advisors, general corporate governance, commercial agreements, and NDAs. In serving as outside general counsel to our portfolio companies, we are better able to prepare them for smooth and successful exits. Antitrust Choate’s antitrust practice has critical experience in litigating antitrust cases, advising on pricing and competitive strategies, and managing antitrust issues in complex transactions such as mergers, joint ventures and IP licensing. We represent and advise clients in navigating various government enforcement agencies including the Federal Trade Commission, US Department of Justice, and State Attorney General’s Offices. We handle Hart-Scott-Rodino filings for numerous clients. Our strategic experience covers a wide range of industries, including biotechnology, financial services and insurance, food and beverage, healthcare, life sciences, telecommunications, media, medical products, sports and technology. Acquisition Financing Choate helps its private equity sponsors, growth equity sponsors and venture fund clients raise capital to finance their most important transactions. Uniquely situated within the Private Equity group, our acquisition finance team facilitates a seamless client experience in connection with the varied and complex financing issues that typically arise in leveraged buy-out, secondary buy-out, private acquisition, minority investment and take-private transactions. We are experienced in all relevant financing products: senior debt, high-yield, mezzanine, second lien, subordinated debt, unitranche, bridge financing, capital call line financing and vendor financing. Possessing deep experience and insight into the latest trends and financing terms in the middle market, our acquisition finance lawyers provide a full suite of investment-to-exit services at all levels of the capital structure. The team is ideally placed to advise on all types of financing strategies for acquisitions, restructurings and recapitalizations, as well as providing on-going guidance and support to portfolio companies. Our unique one-office model and relentless team-oriented approach means clients gain efficiencies from Choate’s capabilities as a “one-stop financing shop” for transactions, regardless of geography or industry. Cybersecurity, Data & Privacy With decades of government and private practice experience dealing with increasingly complex cybersecurity incidents and data privacy laws, Choate’s cybersecurity and data privacy practice counsels businesses and organizations on compliance with data privacy laws, responding to cybersecurity incidents, conducting and evaluating risk assessments, and handling cybersecurity and privacy litigation. Cybersecurity: Our team advises businesses and institutions responding to cybersecurity incidents, helping them recover, remediate, and mitigate further risk, including conducting internal investigations and cybersecurity reviews, complying with U.S. data breach laws, and interfacing with the FBI and other law enforcement agencies. Additionally, we represent clients in obtaining compensation for losses from responsible vendors or other third parties. We also advise clients in retaining incident response and forensic investigation firms to assess the nature and extent of any cybersecurity incident, and we manage the investigation and response process with the technical firm. To mitigate risk, we frequently work with clients and technical firms to implement, test and monitor cybersecurity systems. In addition, our team assists businesses and high net worth individuals in responding to and recovering from increasing and constantly evolving forms of cybercrime – such as ransomware, email account compromise, hacking, identity theft, online fraud, and cyberstalking/harassment. Data Privacy: We represent companies and investors in a wide range of privacy-related matters across industries. We have deep HIPAA expertise and routinely advise healthcare providers and their business partners in developing policies, procedures, and programs to comply with privacy laws and in response to patient complaints, audits, and investigations. We regularly advise companies on rapidly evolving state data privacy laws and have particular expertise in sophisticated data sharing arrangements. Employment Choate regularly advises portfolio companies, venture capital, and strategic investors regarding employment diligence and on regulatory and transactional employment issues. From the negotiation and drafting of employment agreements and restrictive covenants to executive compensation arrangements, our team has extensive experience in the entire lifecycle of private equity transactions. In addition, we provide compliance solutions and counseling advice to our clients on all aspects of employment contracts and employee relationships. We proactively help to mitigate risk, preserve key talent and support the sponsor’s value creation strategy. Executive Compensation & Employee Benefits Choate’s nationally regarded executive compensation and employee benefits group has a broad transactional and advisory practice. Focused on complex middle-market transactions, our attorneys advise public and private companies and private equity and venture capital funds in the acquisition and disposition of their portfolio companies and in the design and implementation of equity and cash incentive plans and the negotiation of executive employment and separation agreements, retention and deferred compensation arrangements. In addition to tax and benefit matters, our attorneys bring deep experience with securities, employment and corporate laws and governance, SEC disclosure requirements and transactional issues relating to executive compensation and employee benefits. Healthcare Transactions Choate combines its globally recognized M&A practice with its sophisticated health law practice to provide clients with insight, analysis and assessment of the legal and regulatory risks and opportunities involved in successfully executing complex transactions in the healthcare industry. Our lawyers have experience in healthcare and healthcare-related mergers and acquisitions across a range of clients, including physician and practice management, healthcare informatics companies (e-health, health IT, etc.), life sciences companies (biotech, medical device, pharmaceutical, etc.), and some of the country’s preeminent private equity and venture capital firms. Our team guides clients through the unique legal and regulatory issues affecting transactions in the health care industry – from HIPAA and related data privacy and security, Stark and anti-kickback laws, financing, IP portfolio protection, regulatory and approvals and notifications, and tax strategies. We anticipate and address complex variables to help our clients quickly advance their business priorities before, during and after their most important transactions. Intellectual Property Choate’s team of life sciences and technology practitioners, most with PhDs and other advanced degrees from leading institutions, work closely with clients to address strategic legal and business issues and provide tactical advice on licensing and collaboration transactions in a wide range of scientific and technical areas, particularly assessing highly complex technologies and determining how to structure the transaction to support our client’s business goals. Consequently, we are regularly retained to assist significant players in the life sciences and technology industries on some of their most complex licensing and strategic alliance relationships. Our cross-disciplinary approach consists of implementing end-to-end business and legal strategies, including relevant assessments and intellectual property due diligence focused on risk mitigation and value enhancement, negotiation strategies, and deal structures for our clients who are contemplating, or are targets of, investment or business transactions. To learn more about Intellectual Property capabilities, please click here. Securities Choate has a preeminent practice featuring senior advocates with significant experience and success in representing investment funds, public corporations, their executives, and boards of directors in securities cases across the United States, including private shareholder class action and derivative litigation, internal investigations and special committee representations, SEC investigations/proceedings and white collar defense, and M&A litigation. Faced with new disclosure requirements along with enhanced regulatory authority, examination practices and whistleblower provisions, companies and individuals need sensitive matters handled efficiently and discreetly. We have consistently succeeded in having cases derailed early through motions to dismiss, avoiding costly and time-consuming discovery. Our team has also been trusted by more than two dozen corporate boards of directors or their committees to provide advice and conduct investigations into sensitive matters, often in response to shareholder derivative demands. Tax Choate’s tax attorneys specialize in complex middle-market transactions, with a focus on advising leading private equity and venture capital funds and their portfolio companies, in mergers and acquisitions, LBOs, growth equity investments, recapitalizations, carve-outs, sales and divestitures, and all aspects of fund formation and capital raising. In addition to maintaining significant relationships with some of the world’s top private equity and venture capital firms and their portfolio companies, Choate has extensive tax expertise in cross-border transactions between the US and Australia, Canada, China, France, India, Ireland and the UK and others.