Phillip D Torrence

Practice Areas

Phil focuses his practice on representing private and public companies in a broad range of corporate and securities law matters. He has a dynamic corporate law practice with particular emphasis on public and private securities offerings, growth equity and venture capital transactions, private equity transactions, public and private mergers and acquisitions and dispositions.

Phil also regularly counsels boards of directors on corporate governance, fiduciary duty, corporate control and other strategic matters.

Phil is known for working closely with his clients as an integral part of the management team in setting strategic direction, and structuring and negotiating mission-critical transactions. His combination of business and legal experience covers the full spectrum of transactions and issues facing public and private companies in a wide range of industries. He has led hundreds of M&A transactions, both domestic and international, involving billions of dollars in trade value in a wide variety of industry sectors.

The strength of Phil's practice is in its high-profile variety – he purposely keeps a mix of cutting-edge public, private, buy-side, sell-side and multi-industry clients. In addition to Phil’s focus on mergers and acquisitions, he also regularly counsels takeover and activist defense, joint ventures, strategic equity investments and founder/management teams. Phil enjoys his regular advisory role with boards of directors and special committees regarding corporate governance, proxy contests and shareholder activism.

Phil advises emerging growth companies backed by venture capital and private equity firms on all corporate, transactional and financing matters. He has extensive experience in corporate finance and capital raising transactions, including initial public offerings, primary and secondary offerings, Rule 144A private placements, private equity financings and recapitalizations, and debt and preferred stock financings.

Phil’s practice has a long-history of forming new companies and preparing them for investments, negotiating those investments and preparing and effecting an eventual sale or initial public offering. He regularly assists and advises companies managing and mitigating risk involved in growth, securing venture capital investments, borrowing venture debt, and protecting and licensing technology from commercial and academic licensors.

Phil has provided counsel on every type of transaction, as well as throughout the stages of each transaction. Phil keeps current on emerging industry trends, regularly advises companies and investors on alternative financing structures, reviews and negotiates financing documents with liquidity events in mind.

Phil also regularly counsels boards of directors of public companies on corporate governance issues, fiduciary duty matters (both generally and in the M&A context), compliance with the U.S. federal securities laws, and compliance with the listing standards of NASDAQ and the New York Stock Exchange.