Finn Dixon & Herling LLP

Founding Partners: Harold B Finn III, Brett W Dixon, Michael J Herling

Number of partners: 31

Number of other lawyers: 47

Firm Overview:

Finn Dixon & Herling LLP (FDH) provides a broad spectrum of business legal services to a diverse group of regional, national, and international clients. The firm is committed to providing excellent, efficient, and responsive client service, and practical, solution-oriented advice grounded in a thorough understanding of each client’s business and objectives.

Main Areas of Practice:

Mergers & Acquisitions/Private Equity:

Finn Dixon & Herling advises private equity firms, operating companies, strategic investors, and other parties on mergers, acquisitions, and other business combination transactions, a mainstay of our practice for more than three decades. For private equity firms, portfolio companies, and operating companies, we handle the full spectrum of M&A deal types, including leveraged acquisitions, cross-border transactions, and strategic alliances. We advise on deals spanning a wide variety of industries and sizes, covering both ends of the middle market and beyond—from $10 million joint ventures to ten-figure buyouts. We also assist our private equity clients throughout the lifecycle of their investments—from the initial platform acquisition to add-on acquisitions to debt refinancings (typically with delayed draw term loans and other features to assist with acquisitions) to liquidity events. Whatever the size of the transaction, our team members give our clients the level of attention they require and speak the language of all counterparties, whether they are represented by a global law firm or local lawyers unaccustomed to M&A transactions.

Venture Capital/Private Equity:

Since the firm’s founding, our practice has centered on serving the legal needs of private equity firms and venture capital funds and over the years, we have developed a nationally recognized practice with an impressive roster of outstanding private equity and growth capital clients. In addition to our leading private equity M&A practice, FDH provides full-service corporate counsel to private equity firms and venture capital funds through a number of complementary practices, including compensation and benefits issues, tax issues, acquisitions, strategic transactions, and governance issues. As with our M&A practice, each of these practices combines the sophistication to handle the most complex issues with a practical, business-minded sensibility.. For funds and their portfolio companies, our work continues after an acquisition. We provide day-to-day counsel on a wide variety of corporate and business matters.

Government & Internal Investigations:

FDH represents investment advisers, broker-dealers, officers of public companies, and others in connection with SEC investigations and examinations. Our team includes multiple partners with senior leadership experience at the SEC, including a former director of the SEC’s New York office. At every stage, we seek to narrow the civil and criminal exposure our clients face while broadening our understanding of investigators’ concerns to reach the most advantageous result For investment advisers facing for-cause or routine exams, we provide counsel and, when necessary, interact with exam staff. Additionally, we regularly represent clients in connection with investigations, enforcement, and disciplinary proceedings initiated by self-regulatory organizations such as FINRA and stock and options exchanges. Our team has an intimate understanding of the investigatory process, from initial document requests through the Wells process and charging decisions.

We have significant experience leading internal investigations for clients seeking an independent review of potential misconduct or other concerns within their organizations. We are respected for our ability to conduct independent and credible internal investigations on behalf of corporations, non-profit organizations, boards of directors, audit and special investigative committees, and private equity investors. Our internal investigations originate from a variety of sources, including whistleblower complaints, outside tips, and employee complaints, as well as press or government inquiries. We have conducted multiple sensitive investigations for public companies, universities, hospitals, asset-management companies, and private equity portfolio companies. When appropriate, we counsel leadership on how best to address and take remedial measures in response to investigative findings.

Commercial Litigation:

FDH operates a national litigation practice, representing companies, owners, and individuals in federal and state courts in New York, Delaware, Connecticut, and beyond. We represent both buyers and sellers in connection with alleged breaches of representations and warranties, fraud claims, earn-out disputes, and disputes over escrows and indemnification obligations. We also represent clients in disputes stemming from the dissolution of business relationships, or “business divorces,” involving claims of breach of contract, breach of fiduciary duty, or fraud by minority shareholders and other parties. Additionally, we represent the portfolio companies of our private equity clients and individual executives of those firms.

Our attorneys provide comprehensive representation to parties involved in commercial disputes and regularly litigate non-competition and non-solicitation agreements and employment-related contract claims. In addition to representing clients in state and federal trial courts, we are experienced in mediations, arbitrations, and other alternative dispute resolution proceedings. We also represent clients on appeal, and our appellate record includes successful appeals to the Connecticut Supreme Court and the U.S. Supreme Court.

White Collar Defense:

Led by a former United States attorney, our white-collar defense group draws on its experience of government investigations and prosecutions to advise individuals and companies in criminal matters. We represent executives and corporations facing high-stakes investigations initiated by U.S. Attorney’s offices, the Criminal and Antitrust Divisions of the U.S. Department of Justice, and state agencies and attorneys general. FDH has tried a multitude of federal criminal trials to verdict and argued numerous federal appeals. We handle white-collar criminal matters for executives and companies across a range of industries, including private equity, energy, pharmaceuticals, transportation, and manufacturing, as well as non-profit institutions. Our team has represented individuals and companies in investigations involving financial fraud, securities fraud, healthcare fraud, tax fraud, embezzlement, obstruction of justice, Foreign Corrupt Practices Act violations, and other alleged criminal conduct. We also regularly counsel corporate clients on risk mitigation and compliance measures.

Debt Financing:

FDH’s Debt Finance practice represents private equity sponsors, portfolio companies, other borrowers, and lenders in medium- to large-cap financing transactions. Our lawyers have amassed experience in all aspects of leveraged finance at elite global law firms as well as Fortune 100 institutional lenders prior to their time at the firm. The FDH team brings this experience and a seamless coordination between our debt finance, M&A, tax, and other practices to our clients. For private equity sponsors, portfolio companies, investment funds, and lenders, we use a variety of transaction structures to facilitate acquisitions to provide working capital and other liquidity needs. We regularly advise on acquisition and leveraged financings, syndicated credit transactions (investment and non-investment grade), asset-based loan financings, cash-flow financings, second lien financings, unitranche financings, mezzanine and other subordinated debt financings, restructurings, workouts, and debtor-in-possession financings, dividend recapitalizations, bridge financings, and fund lines of credit and other fund financings.

Insolvency & Creditors’ Rights:

FDH’s Insolvency and Creditors’ Rights practice represents sponsors, lenders, creditors, and companies in insolvency proceedings across a wide variety of matters. We have experience in out-of-court workouts, formal bankruptcy proceedings (Chapter 11, including Subchapter V, and Chapter 7), Article 9 proceedings, assignments for the benefit of creditors, and more. The cross-disciplinary nature of our practice allows us to bring the firm’s deep insights on M&A, tax, debt finance, employee benefits, and litigation, among other areas of expertise, to bear in individual engagements, whether they are transactional or before the courts.

Securities & Equity Financing:

FDH regularly handles venture capital financings, growth equity investments, and private equity portfolio company financings. Our experience extends to a wide variety of transactions, including those involving preferred equity issuances, convertible notes, warrants, equity repurchases, secondary sales, and PIPE issuances (and all associated securities law filings). For investors and issuers, we advise on equity financings, recapitalizations and equity capitalization table clean-ups, issuer private tender offers, preemptive rights offerings, other securities transactions, integration with existing and new equity incentive plans, including profits interests, stock option, and restricted stock plans, and securities law compliance.

General Corporate:

FDH’s Corporate practice provides full-service support and advice on a wide variety of corporate governance issues. For private equity firms, their portfolio companies, boards of directors, and others, we advise on both routine and sensitive governance matters. We also assist clients in planning board meetings, maintaining records, and negotiating bylaws and charters, and frequently assist clients dealing with challenging company leadership situations.

Fund Formation and Capital Raising:

We advise sponsors throughout the entire lifecycle of private equity, venture capital, hedge, and other private funds, from term sheet to final closing and beyond. Our team’s concentration on closed-end funds, together with our firm-wide focus on the private equity and venture capital industries, enables us to provide informed advice on fund structuring, market terms, tailoring disclosures, and investor negotiations, among other areas. Our team represents sponsors with a broad range of strategies, including commodities, real estate, debt, insurance-dedicated, multi-manager, collective investment trusts, and hybrid fund products. We partner with our clients to deliver solutions that not only address their immediate problems but also advance their businesses as a whole. Representing both sponsors and investors, we have a thorough understanding of market terms as they evolve and change, benefitting all of our clients. Our focused and client-based teams allow our senior lawyers to remain more closely involved with each client and matter than is often possible at larger peer firms. Our fund formation practice works closely with other groups within the firm, including tax, employment, bankruptcy, and debt finance.

Family Offices & Institutional Investors:

The firm has had long-standing relationships with family office and multi-family office clients since its formation, drawing on practitioners from various practice areas within the firm. When and as appropriate, we coordinate and collaborate with family members as well as family advisors, such as wealth managers, accountants, brokers, custodians, insurance experts, trusts and estates advisors, and public relations advisors. In addition to family offices, FDH also represents institutional investors in connection with their investment programs. Such institutional investors include asset allocators, wealth managers, private funds, public and private pension funds, foundations, and others. We provide our professional investor clients with insight into the legal nuances of complicated investment structures, tailoring our advice to their particular regulatory, compliance, and operational needs. We have extensive experience negotiating the terms of private fund, co-investment, and other investment vehicles’ operating agreements on behalf of our family office and institutional investor clients.

Independent Sponsors & Co-Investments:

We assist independent sponsors and private fund managers with co-investment opportunities in structuring fundraising vehicles, marketing, and negotiating with prospective investors and other sources of funding. While similar in many ways to fund formation, independent sponsor and co-investment vehicles give rise to a unique set of concerns for sponsors and investors, including governance, minority rights, and reporting. FDH also assists independent sponsors and sponsors of co-investment with post-formation acquisitions, refinancings, and other transactions and regularly advise institutional investors on their participation in increasingly popular co-investment transactions.

Regulatory Registrations and Compliance:

FDH counsels investment advisers and broker-dealers through critical legal issues throughout their business journeys. Our investment adviser clients include managers of private equity, venture capital, hedge, and other private funds, as well as managers of separate accounts, asset allocators, and wealth managers. Our broker-dealer clients include traditional brokers, placement agents, and broker-dealers affiliated with investment advisers. For each of our regulated clients, we offer a broad spectrum of legal services, including an analysis of proposed activities, clients, and jurisdictions to determine whether and where to register, and the availability of any exemptions from registration. In preparing registration, exemption, and other filings with the Securities and Exchange Commission, FINRA, Commodity Futures Trading Commission, other state and federal regulators, and self-regulatory organizations, we tailor the scope of our services based on our clients’ needs. For our regulated clients (and many unregulated clients), we work with their principals, compliance teams, and outside consultants to create and implement policies and procedures tailored to their operations, assets, personnel, and particular risks. We also advise investment adviser representatives and registered representatives of broker-dealers on the licensing process, changes in employment, and disciplinary matters.

Tax:

Our Tax practice frequently advises private investment funds and portfolio companies on tax aspects of mergers and acquisitions. In addition to structuring deals to maximize their tax efficiency, we counsel acquiring entities on the management of tax risks identified in the diligence process. Our tax attorneys are influential in the M&A area, having written and presented extensively on complex structuring issues.

Executive Compensation, Benefits & Employment:

FDH’s Executive Compensation, Benefits, and Employment Law attorneys regularly assist with M&A transactions has particular experience with private equity transactions, in which appropriately treating and incentivizing the target company’s management team is often critical to a deal’s success. For operating companies and their executives, we provide ongoing advice with respect to all aspects of the employment relationship. We advise on compensation issues, including drafting employment agreements, restrictive covenant agreements, and equity awards; compliance issues, including matters relating to worker classification, and benefits issues of all kinds.

Real Estate:

FDH’s Real Estate practice assists private equity firms and portfolio companies with real estate issues that are ancillary to M&A transactions. This work often includes: acquisition of real property and title work with respect to existing owned real property, review of leases, with an eye to any provisions that may be problematic for our client as a new owner or upon a future sale, negotiation of new or amended leases (whether with the seller, its affiliates, or third parties), regularly securing advantageous terms, and executing sale-leaseback transactions, often on a very fast track and with multiple locations. We are highly experienced in these transactions, which allow portfolio companies and buyers to immediately extract the ownership value of real estate on which an acquired or existing business sits. Our additional real estate work includes handling leases for operating companies on an ongoing basis and buying and selling properties.

International Practice:

FDH represents a diverse group of international clients with business interests within the United States. The firm represents both US and foreign clients in a variety of international matters including cross-border merger and acquisition transactions, foreign investment, joint ventures, international restructuring and branch operations.