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Nossaman LLP

Corporate

Conversions and Restructurings

Nossaman regularly assists its clients in converting their business entities from one type of organization to another (for example, changing a limited partnership into a limited liability company, or a professional corporation into a business corporation). Our conversion work includes first discussing with the client whether a change is necessary or beneficial and if so, the proper type of new entity, taking business and tax aspects into consideration.

Once the client has determined to make a change, we help to prepare the appropriate documentation to approve and effect the conversion (i.e., owner consents to approve the conversion and formation and preparation of the governing documents for the new entity), using our paralegals to prepare the routine documentation. As part of the conversion process we ensure compliance with applicable securities laws and file the necessary documentation in all relevant jurisdictions.

Nossaman also has expertise in guiding clients through more complex restructuring transactions, including reincorporations, recapitalizations, classification of boards of directors ("staggered boards"), issuance of multiple classes or series of stock, venture capital transactions, strategic alliances, and restructurings in connection with mergers, acquisitions, divestitures, split-ups, spin-offs, credit facilities (e.g., where a lender demands a security interest in the stock of an operating entity, requiring the creation of a new parent holding company), self-tender offers, and bankruptcy reorganizations.

Our restructuring work includes first discussing with the client why a restructuring is necessary or beneficial, helping to identify what restructuring makes the most sense, evaluating the costs to implement the new structure and any business or tax disadvantages resulting from the restructuring, preparing and negotiating (if applicable) letters of intent, merger or reorganization agreements and amendments of articles of incorporation and bylaws, and arranging for adoption and filing of amendments to charter documents and related securities filings with regulatory agencies.

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