In Brief: A Digest of Corporate Services Projects

Client Success

Husch Blackwell attorneys advised a Midwest ethanol-production company and its Board of Directors on a winning strategy in a proxy fight against a dissident director and his private equity fund, which owned close to 30 percent of outstanding voting membership units. The director, originally appointed to the board pursuant to an investment agreement, had become increasingly strident and focused upon a limited number of strategic issues. When he wasn’t nominated for re-election to the board, he attempted to call a special meeting of members, hired a proxy solicitor and started a proxy fight to oust all incumbent directors except himself and one other director. He also filed a lawsuit against the company, attempting to control and conduct his own special meeting of board members. It was an uphill and fast-moving battle for company as the activist director started with close to a 30 percent vote lead. But our team helped the board to develop convincing arguments, prepare detailed proxy materials and orchestrate the collection of hundreds of proxies. The director was quickly forced to drop the idea of a separate special meeting and eventually withdrew all of his proposals to oust the board. At the company’s annual meeting, the board’s nominees won election;
A Husch Blackwell team is advising a publicly traded Canadian beverages and supplements company in a significant expansion of its franchise operation into the United States. The team will manage brand registration worldwide and setting up corporations in the U.S. In addition, we will manage contract and real estate lease negotiations for the company in its U.S. expansion;
Advised Anheuser-Busch and Major League Baseball in the renewal of their long-running sponsorship deal. The six-year agreement designates Budweiser as the official beer sponsor of Major League Baseball (MLB), continuing a relationship that has lasted more than 30 years.
Advised and completed a full franchise rollout program for Denver-based client, Boulder Office Ventures. The franchise work involved advice on the structure of the Office Evolution franchise system and the engagement of a franchise broker to help sell franchises. We also prepared the franchise disclosure document, the franchise agreement, multiple-unit agreement and other ancillary documents. We also are completing a recapitalization of the company’s equity and debt.
Advised one of North America’s largest less-than-truckload shippers in the sale of a division.
Represented well-known manufacturing issuer with automatic universal shelf registration on Form S-3 for covering senior and subordinated debt securities, preferred stock, common stock and warrants.