Transactional Practice

(Mergers & Acquisitions)

Mergers and acquisitions involve purchasing or merging with another company. Handling mergers and acquisitions matters requires not only a thorough understanding of the law but expertise in business matters as well.

Our multi-jurisdictional and multi-disciplinary team advises on all types of transactions, from inception to post-closing integration, including privately negotiated purchases of shares or assets, as well as public company mergers and acquisitions completed by way of take-over bids, amalgamations and plans of arrangement.

We provide solutions-driven transactional services in a cost-efficient and innovative manner to achieve our clients’ objectives. Our close-knit team of lawyers across the world employs a common approach, which means we can handle cross-border deals effectively.

Business and legal issues today are more intertwined than ever before.

The increasing globalization of competition, the rise of emerging markets, the persistence of volatility, and the sharp increase in global regulatory scrutiny are some of the many factors that have led to an increase in strategic transactional activities which include acquisitions, disposals, mergers, strategic alliances, restructurings, spinoffs, IPOs, and joint ventures.

Indicated below are a list of services our M&A legal team are experienced in

Mergers & Acquisitions Legal Services

Joint Venture

The mergers and acquisition attorney at BF solution provide your businesses with the advantages of a comprehensive legal advice on all aspects of the transaction/transactions.

In a joint venture, two or more parties undertake an enterprise while retaining their separate corporate identities.

Typically, a separate legal entity is formed. Joint ventures present a unique set of challenges for companies, as they usually require advice on a broad range of issues, including antitrust, tax, labor and employment and contract law.

Our team of skilled M&A attorneys are present to navigate you and your business through all the challenges faced with the adherence, navigation and maintenance of federal, state and local law.

Asset-Sharing Arrangements

It is necessary to consult a lawyer on asset-sharing arrangements.

The necessity is strictly to ensure that agreements are properly drafted to protect all parties involved with the transaction.

As with any form of strategic alliances and joint ventures, asset-sharing arrangements can be a valuable method for corporations to share the cost of certain assets while reaping the benefits of that asset.

These arrangements are typically governed by complicated contracts, which require the advice of an attorney well-versed in business, tax and contract law Our experienced mergers and acquisitions attorneys will assist your business draft the asset-sharing agreement in a way that achieves the goal of providing all involved parties a satisfied and competitive preference.

Financing of Acquisition

It is necessary when Financing an acquisition to seek legal advice on a diverse number of issues, including corporate structure, tax law and contract law.

Survey over the years have shown clients who work with experienced mergers and acquisition attorneys regarding the financing of acquisitions find that their business ultimately gains a competitive advantage through advantageous structuring.

Whenever a business acquires another entity, in whole or part, they most often require legal advice on how to finance the purchase.

At Bf solution our experienced mergers and acquisition attorneys can advise you and your business on financing an acquisition, including structuring complicated transactions.

Complex Licensing

Licensing agreements are mandatory whenever a business wishes to utilize patents, trademarks, copyrights and trade secrets.

Licensing agreements must be drafted precisely for a company to be able to use these types of intellectual property effectively.

it is critical for any business interested in a complex licensing agreement to have the assistance of an attorney with experience in licensing agreements to protect your company’s legal rights and reduce their exposure to risk.

Any details overlooked in the formation of a licensing agreement can cause significant losses or financial harm.

We provided the necessary guidance providing you with seasoned licensing attorney reducing the likelihood of these losses, and increases the probability of a favorable licensing agreement.

General Management/Negotiation of Corporate Mergers and Acquisitions

Our mergers and acquisitions attorneys may represent clients on either the buyer and seller side of an acquisition.

The clients and partners we work with include public companies, subsidiary corporations, and other entities. Getting professional guidance from a lawyer is necessary to make sure that all transactions comply with federal securities law and other federal, state and local laws.

This includes compliance with the corporation’s internal governance. Getting expert legal advice on these transactions will ultimately lead to a successful merger or acquisition.

The negotiation and management of corporate mergers and acquisitions requires coordination of legal practitioners and business experts to provide due diligence, structuring and other advice on these transactions.

Whenever a company purchases or merges with another company, Our lawyers can provide assistance on appropriate financing for the merger or acquisition and provide advice performing drafting contracts related to the transaction.

Private Equity

Private equity is a dynamic industry, and our practice grows and evolves to keep pace.

Our lawyers assist private equity firms through the full life-cycle of a fund, from formation and fundraising through growth equity transactions, leveraged buyouts, going-private transactions, and recapitalizations, to dispositions and exits.

Our clients include U.S. Asian and international fund sponsors, investors in, general partners and managers of private equity funds, real estate funds, distressed funds, leveraged buy-out funds, mezzanine debt funds, hedge funds, infrastructure funds, timber funds, venture capital funds, and “funds of funds”.

We also represent emerging growth and mature companies seeking private investment. We combine technical capabilities, industry and regulatory knowledge, transactional and legal experience with a thorough understanding of our clients’ strategic goals and the market forces that affect them

The combination of our multi-jurisdictional corporate, leveraged finance, high yield, securitization and investment funds expertise and full range of complimentary practices such as tax, employment and benefits and real estate makes us stand out in the market. Indicated below are a list of service our team of attorneys can assist you with

Alternative Investments

We counsel a range of industry participants regarding their particularly demanding transactions. We have extensive experience in structuring and advising on investments in alternative asset classes and we are at the forefront of precedent-creating deals.

Our alternative investments clients include providers and users of institutional capital, including private investment fund and funds-of-funds managers; investment advisers; public and private pensions; financial institutions; endowed private institutions; and serial entrepreneurs.

Mergers and Acquisitions

Our Private Equity team represents funds and other clients in negotiated and non-negotiated domestic and cross-border M&A transactions involving public and private companies; joint ventures and strategic alliances; going-private transactions; privatizations; and leveraged buyouts. Our experience also includes advising clients on the acquisition and disposition of financially distressed assets and businesses, both in and out of bankruptcy proceedings

Fund Management and Operations

Our attorneys provide counsel regarding a variety of matters over the life of a fund, including changes in key personnel, management compensation and tax issues, transfers of fund interests, credit arrangements for short-term funding, reduction of litigation risk, commitment defaults and related issues, commitment period extensions and dissolution proceedings.

Fund Formation, Structuring and Documentation

Our attorneys regularly stand for sponsors and investors in forming investment funds including private equity funds, funds of funds, and other types of alternative and complex funds. We also advise on the structuring and documentation of portfolio company, portfolio fund and other investments and divestment transactions. We provide on-going counseling regarding fund operations and relationship with investors.

Institutional Investors

Our lawyers regularly represent institutional investors such as public and private pension funds, investment companies, asset managers, insurance companies, universities and banks regarding all aspects of their investment programs, from relationships with investment advisers and investment agreements of all types to alternatives, including as investors in private equity funds, venture capital funds, hedge funds, infrastructure funds, real estate funds and fund of funds

Asset Finance

We offer a structured asset Finance practice bringing an extensive experience level across all sectors of the asset finance industry

We advise on both domestic and cross-border asset financings including all types of debt, lease (both tax- and non-tax-based, including UK tax leasing, Spanish operating tax leases, Japanese operating leases) export credit and capital markets driven products, securitisations, receivables financings, vendor programs and retail finance. Our lawyers help clients to buy and sell leasing companies and portfolios of assets, and structure regional and global leasing business networks.

They also advise on aircraft repossessions and have extensive experience on airline and ship restructurings and insolvencies. our team has broad experience with cross-border financings of assets located and operated throughout the world often handling large-scale transactions involving multiple jurisdictions.

We apply our depth and breadth of practice to a diverse range of transactions involving mainstream and exotic assets for clients that are new to structured finance and others that we have worked with for decades. We are regularly engaged in securitization transactions involving:

auto and other vehicle loan, lease and floorplan assets

marketplace loans

trade receivables

equipment loans

commercial loans

healthcare receivables

credit card receivables

timeshare loans

single-family rental properties

mortgage servicing rights

manufactured housing loans

other real estate-related assets

We act for banks, financiers, airlines, lessors, manufacturers, captive finance companies, operators, borrowers, lessees, export credit agencies, and governmental and international organizations.

Leveraged Finance

We offer a Leveraged Finance team that represents commercial banks, investment banks, ﬁnance companies, insurance companies, private equity funds and hedge funds, as well as public and private companies,

Our sector knowledge and the understanding of our clients’ business objectives enables us to provide legal advice that truly meets those aims within the context of the overall rationale for the debt package.

Lenders and borrowers alike need to be able to structure deals in ways that suit market conditions. Our lawyers can advise on any form of leveraged financing that our clients choose to undertake.

We are one of only a few firms experienced in the full range of leveraged finance products, including:

Cash flow-based term loan and revolving credit facilities

Second lien term loan facilities

Asset-based revolving credit facilities

Reserve-based credit facilities

High-yield bond financings and bridge loans

Mezzanine financings

Our proficiency in working with all these leveraged finance products enables us to offer our clients deal-specific strategic guidance, pragmatic advice and maximum efficiency adapting and handling a wide range of transactions assuming the position of innovators of novel ﬁnancing structures, including some of the ﬁrst amend-and-extend and hybrid amend-and-extend/forward-start facilities, and the development of multi-tranche capital debt facilities.

We provide comprehensive commercial lending advice on all types of secured and unsecured ﬁnancings, including asset-based lending facilities, mezzanine facilities, bridge facilities, cash ﬂow credit facilities, term loans, letter of credit and acceptance facilities, warehouse facilities and securities offerings including high-yield bonds.

Financial institutions rely on us for our experience in a multitude of deal structures in direct lending placement and middle-market transactions, including single and multiple-facility/multi-tranche transactions, participated and syndicated facilities, domestic and cross-border loans, and dollar-denominated and multicurrency loans.

Our sector experience includes:

Aircraft

Satellites

Telecommunications and media

Manufacturing

Retail

Financial services

Energy and renewables

Oil and gas

Commodity and specialty chemicals

Cutting-edge technology and business processes

Fintech

Medical devices

Real estate

Hospitality and hotels

Debt Finance

Our debt finance practice team provides a full range of services to both borrowers and lenders in commercial loan transactions and debt offerings.

In today’s environment, where private equity sponsors increasingly need to identify and implement opportunities on a global scale, our ability to leverage a fully integrated global transactional team represents a significant advantage.

This multidisciplinary approach provides borrower and lender clients with strategic and focused representation adapted to their needs.

Our debt finance group is supported by members of other subgroups within the Business Department, including mergers and acquisitions (for all sizes of transactions, for public and private clients, and on both the buyer and seller sides), investment management (for clients with investment management divisions and matters), small business investment companies (for clients looking to form SBICs, obtain SBIC funding, or conduct portfolio financing transactions), securities (for public clients, particularly with respect to public and Rule 144A debt offerings), tax (including for cross-border transactions), ERISA/employee benefits and international (for clients with international operations and assets), as well as other practice groups within the Firm, including Cleantech & Renewables, Patent, Trademark, Copyright & Unfair Competition practices and the Labor and Employment practice.

Our attorneys offer extensive experience in all aspects of secured and unsecured debt financings, including:

Syndicated senior bank credit facilities

First and second lien financings

Mezzanine and other subordinated debt financings

Public and Rule 144A debt offerings

Public and private convertible debt transactions

Corporate and debt restructurings

Commercial Real Estate financings

Debtor-in-possession financings

Leveraged equipment lease transactions

Venture Debt

Our extensive experience on both sides of the table translates into market knowledge and a high level of comfort when dealing with individuals in the industry. We offer a Debt finance legal practice team representing banks and non-bank funds investing in emerging companies that do not have long histories of profitability or, in many cases, revenue. Our practice team and lawyers understand the laws affecting these transactions as well as the various factors influencing lending decisions within this market – beyond traditional financial analyses – such as a company’s investors, its capital structures, the likelihood of future funding, intellectual property and warrants.

Debt Securities

We provide a debt financing practice team assisting issuers, underwriters/initial purchasers, institutional investors and placement agents in a wide range of debt securities transactions. The lawyers within our Debt securities practice team are closely involved in advising clients on the intricacies of debt instruments in a variety of industries, and sectors with experience across a diverse range of registered public offerings, 144A debt placements (convertible and high-yield bonds) and traditional private placements. We also are knowledgeable when it comes to alternative deal terms that we counsel our clients to implement in appropriate circumstances.

We actively seek to help our clients improve their competitive position by providing creative solutions, strategic market insight, operational support, global relationships and skill in advising and executing complex debt capital markets transactions with the utmost efficiency.

investment Funds

Our lawyers counsel registered and exempt investment advisers, including private equity, hedge fund, mutual fund managers, and benefit plan fiduciaries, in all aspects of their businesses including fund structuring and formation, managed accounts, funds-of-one advisory and sub-advisory arrangements.

BF solutions has one of the most active and highly regarded Investment Funds practices serving fund sponsors around the globe. By combining our multidisciplinary knowledge with a globally integrated approach, we provide a comprehensive range of investment funds services to clients on a worldwide basis. We have counseled Some of the largest and most active strategic and financial dealmakers, as well as private equity sponsors and their portfolio companies, we offer legal service in connection with all aspects of investment, including:

Initial acquisition of portfolio companies
Satisfaction of ancillary regulatory requirements
Spin-outs
Strategic and tax-efficient deal structuring and financing
Structuring and execution of exit transaction
Our clients include the full spectrum of investment funds, including private equity, hedge, real estate, venture capital, registered mutual (both open-end and closed-end) and UCITS funds, sponsored by some of the highest-profile global fund managers

We advise fund sponsors and managers regarding their adviser entities, funds and regulatory matters.

Investment Advisers

Our attorneys offer assistance with the formation, advise and establishment on tax-efficient offshore affiliate offices, employment contracts and employee incentive arrangements; handling trade name protection, federal and state registration and licensing, ongoing regulatory compliance, administrator, custodian and broker-dealers matters and the acquisition and sale of investment advisers.

We counsel our clients regarding a broad range of securities regulatory compliance matters including the development and maintenance of compliance and internal control policies and procedures.

Private Equity Funds

Our team represent sponsors, general partners and investors in various private equity matters. We provide structuring solutions for funds worldwide and creatively negotiate governance and economic terms.

We provide pragmatic and insightful counsel on matters such as commitment defaults, key personnel changes, fund restructuring, management compensation, taxation, transfers of fund interests, litigation risk, removal proceedings, dissolution and credit arrangements.

Bf solution is considered a trusted adviser across investment, co-investment, secondary and disposition transactions.

Hedge Funds

Our highly experienced hedge funds lawyer’s liaison and represent managers globally offering a variety of strategies, commodity pool operators and commodity trading advisers. We structure seed capital transactions, sub-advisory and funds-of-one arrangements, and negotiate institutional and sovereign wealth side letter agreements for managers. We have a keen sense for business-focused strategic advice regarding market terms, operational aspects and risk-based compliance and internal controls.

Registered Investment Companies

We represent investment funds registered under the Investment Company Act, including open-end, closed-end, interval and alternative funds; business development companies; and variable insurance funds. We also represent advisers, and sub-advisers, independent directors and individual and institutional investors in these funds.

Our lawyers advise registered funds on their structure and ongoing issues relating to operations, distribution, trading, governance, compliance, SEC and FINRA examinations, and enforcement and private litigation matters.

Broker-Dealers

Our practice lawyers represent broker-dealers and their employees in registering with the SEC and various financial regulatory bodies globally. We also advise on the licensing and registration requirements applicable to broker-dealer representatives. Further, we advise on policies and procedures and supervisory controls. Financial services clients seek our advice concerning broker-dealer business of the location of the intended transaction.

Investors

Through our vast experience with private equity, hedge, real estate and capital funds, we offer insight and strategic advice to public pension plans and other institutional investors through the life of investments, including: direct investments, structuring joint ventures, separate accounts, co-investments and the exercise of governance rights. Additionally, we provide clients with valuable knowledge regarding relevant tax, regulatory and policy issues that arise during the investment process helping them understand, navigate and abide by the various laws and policies without compromising their routine transactions.

We have extensive experience assisting fund sponsors and investors across the Americas, Asia, Europe and Africa in finding innovative solutions to the challenges they face. We are skilled at reconciling complex regulatory and tax regimes with the competing requirements of fund sponsors, their investment strategies and their target investors.

Some of the largest and most active strategic and financial dealmakers, as well as private equity sponsors and their portfolio companies, come to Latham for advice in connection with all aspects of investment, including:

Government Contracts
Government, Regulatory & Internal Investigation
Financial Technology “FinTech”

Trust & Estates

Our estate planning attorneys help individuals, families, family businesses, and entrepreneurs define and meet their estate and tax planning objectives. Our attorneys have decades of experience with the complex and constantly evolving laws governing trusts, probate, and estate planning. We help ensure that our clients’ estate plans align with their personal and familial desires in a practical and efficient manner.

Our estate planning attorneys offer creative and effective solutions to complex estate planning issues. We also assist with the general administration of trusts and the settling of estates on behalf of professional fiduciaries and individuals named or appointed as executors or personal representatives. Our attorneys understand and manage complex family situations, assets, and specialized tax-sensitive trusts, and provide tax and financial advice while working with beneficiaries and co-trustees.

While we typically prefer effective and sensible resolutions that avoid litigation, when disputes do arise, we vigorously represent fiduciaries and beneficiaries in trust and estate disputes and probate litigation. Our estate planning attorneys use their considerable resources to design effective litigation strategies and negotiate complex settlements as necessary.

Our attorneys also assist clients with tax-exempt organizations, governance, regulatory compliance, and planned giving programs

Our Services

Property Management

Implement appropriate governance and cost controls

Prepare annual budgets, monitor expenses and generate property specific reporting

Coordinate with household staff or manage tenants

Serve as a liaison to a board of directors or homeowners’ association

Construction Project Management

Overseeing all aspects of the project from design and permitting to close-out.

Managing all financial elements including budgets, cost controls and invoice reviews.

Preparing periodic project status reports.

Assess project risks, develop an insurance program and devise other mitigation options

Transaction Support

Conducting market research and evaluation of opportunities.

Supervise due diligence on targeted properties.

Coordinate all professional service providers, including brokers, lawyers and inspectors

Negotiate contracts and financing, manage all documents, and drive execution

Investment Advice

Access a network of local experts and sector specialists

Model a range of financial and operational scenarios

Review or propose deal structuring

Conduct due diligence upfront and monitor properties

Real Estate Development and Planning

We advise leading developers, funders and occupiers on all types of projects providing them with advice spanning real estate, planning, construction, environment, energy and infrastructure related projects and PFI/PPP.

A significant part of the practice’s work involves innovative funding and structuring techniques. Much of our work involves the use of joint ventures allowing our clients to share the knowledge of their commercial partners, share risk and increase tax efficiency.

We also have wide experience in dealing with all types of planning work in the office, retail, industrial, hotel and residential sectors as well as substantial infrastructure and energy projects such as power stations, gas storage facilities, offshore windfarms and transport schemes. Within these overall sectors we regularly advise on all aspects of planning law and its practically related specialisms, including built heritage and listed buildings, compulsory purchase orders, highways, judicial review and local authority practice and procedure.

Real Estate Tax

We field an experienced and commercial team who advise on structuring both domestic and cross-border real estate transactions.

We act for a variety of market participants on real estate investments, securitizations, joint ventures, limited partnerships, fund establishment (both cross-border and domestic), IPOs of real estate companies, leasing structures and mergers and acquisitions in the real estate sector.

In addition to domestic matters in the major jurisdictions, we are particularly adept at advising on cross-border matters, drawing on the resources of our 100 strong global tax group.

Real Estate Development and Planning

A significant part of the practice’s work involves innovative funding and structuring techniques. Much of our work involves the use of joint ventures allowing our clients to share the knowledge of their commercial partners, share risk and increase tax efficiency. We also have wide experience in dealing with all types of planning work in the office, retail, industrial, hotel and residential sectors as well as substantial infrastructure and energy projects such as power stations, gas storage facilities, offshore windfarms and transport schemes. Within these overall sectors we regularly advise on all aspects of planning law and its practically related specialisms, including built heritage and listed buildings, compulsory purchase orders, highways, judicial review and local authority practice and procedure. We advise leading developers, funders and occupiers on all types of projects providing them with advice spanning real estate, planning, construction, environment, energy and infrastructure related projects and PFI/PPP.

Corporate Occupiers and Leasing

With vast experience in acting for both tenants and landlords, we have a real understanding of the issues our clients face in managing real estate and anticipating their future operational requirements. We specialize in acting for financial institutions and corporates on HQ relocations, data centers and office matters, and have advised on some of the most significant deals in the market in recent times.

In particular, we help clients with the negotiation of heads of terms and agreements to lease; the negotiation and agreement of commercial leases and all supporting documentation; exit issues relating to existing premises; and construction issues regarding fit-out by the landlord and/or tenant. Underpinning our advice is a unrelenting focus on ensuring the best possible commercial terms for our clients.

Our lawyers work closely with clients to identify provisions that could pose risks within a chosen strategy. These include financial obligations such as rent review, insurance and repair obligations. Having established whether the risk is reasonable, taking into account the market and other commercial factors, we work to agree the approach and mitigating factors that should be adopted in order to manage the risk. A material disruption to your business from the perspective of a landlord or tenant is likely to impact you economically. Our team’s prior experience of leading similar projects and working with other professional advisers means that our rigorous approach to project management allows your day-to-day operations to continue smoothly.

Real Estate Investments, Joint Ventures and Structures

Our in-depth knowledge of the real estate sector and close working relationships across our global network allow us to add value to our clients’ transactions with high-quality, practical and tax-effective legal advice. Our partners and associates are not just skilled in real estate matters. They also have wide experience of indirect real estate acquisitions, negotiating corporate-style documentation and providing advice on joint ventures and structuring that is drafted within a real estate context.

A key part of our advice involves looking at the associated corporate, financing and tax aspects in any transaction. Many of the real estate acquisitions we handle are actually corporate acquisitions (both onshore and offshore) to maximize tax efficiency. Our team is well versed in negotiating these share or unit sale and purchase agreements.

These agreements are often structured offshore in jurisdictions such as Luxembourg, where we have an office, or Jersey, Guernsey, the Cayman Islands or the British Virgin Islands, where we have strong relationships with leading local law firms.

Banking & Finance

Bf Solution offers a Banking & Financial Institutions Practice Group whose services involve civil, criminal, and/or administrative claims and investigations against entities and individuals which concern money and financial transactions, including banks (both commercial and investment), mortgage lenders, consumer finance companies, credit card companies, payment processors ,multi-currency service firms, credit unions, brokerage firms, investments firms and funds, including hedge and private equity funds, and insurance companies, among others.

We are able to call on a widely recognized and experienced team made up of Financial litigators, active bankers, accountants, market analyst and transactional brokers giving our litigation team multiple perspective, approach and solution to various issues, claims and cases which we are constantly entrusted to handle.

As it is no secret that the constantly changing sector of finance calls for adaptation and innovation on the part of individuals and organization within the sector ,

At Bf solution our banking and finance team is known to keep up with those changes offering skilled financial litigation services regularly, Defending and prosecuting claims arising out of complex securities, derivatives, commodities, and foreign exchange transactions in both litigation and arbitration proceedings across various jurisdiction .

Our Banking and Finance Litigation attorneys have decades of experience regularly working on the following types of matters:

Bankruptcy

Our attorneys administer Secured and unsecured creditor representations; relief from automatic stays; discharge objections; creditor lien preservation; and defense against debtor or bankruptcy trustee claims for preferences and fraudulent transfers.

Loan Enforcement and Collection

We offer Lenders and borrowers representations in collection actions, suits on promissory notes, foreclosure actions, confessions of judgment, garnishments, loan default and delinquency proceedings; creditor representations for breach of contract; and purchaser of goods representations for breach of contract.

Real Estate Leases

We constantly execute Landlord representations for lease enforcement; landlord representations for renegotiation of leases in default; landlord representations for collection of delinquent rent; landlord representations for recovery of leased premises possession; landlord representations for evictions; and tenant representations and defense for breach of lease claims.

Loan Workouts

Advise lenders and borrowers regarding debt restructuring, debt consolidation or alternative financing arrangements; and negotiation of loan restructuring to fit the client’s current financial situation.

Liens

Contractor and subcontractor representations for filing of mechanic liens on residential and commercial projects; homeowner or business owner defense representations where mechanics liens have been filed against their property; repairman representations for repairman’s liens; garage representations for garage liens; and warehouse representations for warehouse liens.

Business Disputes and Complex Litigation

We are relied upon by various business and individuals with the role of representation across various disputes involving complex commercial transactions and claims including but not limited to fraud, piercing the company veil, successor liability, fraudulent transfers, civil conspiracy and guarantor or personal liability.

Banking and Lender Liability Defense

Our attorneys are devoted to offering banks and other financial institutions defense against claims of Uniform Commercial Code Article 3 and 4 violations, negligence, breach of fiduciary duty, breach of contract and fraud allegations; and lender liability representations.

Financial Industry Regulatory Authority (FINRA) Arbitration Litigation

Client representations against brokers or brokerage firms for unsuitable investments and “churning” (excessive buying and selling of securities to generate commissions for the broker) before FINRA.

Executions and Garnishments

We are depended upon by creditors for representations and enforcement of judgments through sheriff sales of real estate, attachment of bank accounts and levy and sale of personal property; advising financial institutions on the attachment of customers’ accounts by creditors; and creditor and debtor post-judgment representations to stay or contest executions.

Nonprofits and Charitable Organizations

BF Solution offers a renowned charity and non-for-profit law team providing legal services to educational, religious and voluntary bodies in all areas relating to Charity Laws.

Our non-for-profit and charity law practice includes a significant amount of corporate and governance work involving our lawyers who regularly provide strategic advice helping clients stay in compliance with the complex regulatory regimes that apply to charitable and not-for-profit organizations.

Our attorneys provide a range of services which includes counseling trustees, directors of and members of charitable bodies on issues ranging from regulatory, tax, risk management and compliance to emphasis on obligations by trustee.

We Provide a team aimed at offering clients a value-adding approaches catering to each their organization’s needs. Whether advising on tax compliance strategies and structures for charities and non-profits operating across multiple jurisdictions, helping to secure and structure mission-related investments, or restructuring charities and non-profits to generate revenue from innovative sources, we have the specialized knowledge and experience needed to help organizations achieve a sustainable long-term advantage.

Our charity solicitors advise a wide range of charity and not-for-profit organizations on a variety of matters including:

New charity applications

Legal structures

Compliance with governing instruments

Compliance with the various charity laws across various jurisdiction

Interactions with the Charities Regulatory Authority and the Revenue Commissioners

Annual reporting

Advice to religious organizations

Charitable trusts

Corporate governance advice and training

Board policies and procedures

Compliance with the Charities Regulatory Authority guidance and policies

Best practice and legal requirements re fundraising

Obtaining grant funding and other finance

Mergers and restructures

Advices to HSE-funded (section 38 and section 39) agencies

Advices to social enterprises

Regulation of Approved Housing Bodies

Estate Asset Protection

Probate

Wills and Trusts

Constructional Law

Our construction lawyers travel extensively to advise clients on projects in the United States, Canada, and Mexico, as well as more than 35 countries across Europe, Asia, Africa, Australia, the Middle East, the Caribbean, and South America.

We recognize that the nature of our practice demands spending time onsite at projects, with our lawyers engaging with clients face-to-face on matters as they develop.

Many of our lawyers earned degrees in engineering and architecture and have previous practical experience with working in the construction industry.

We can provide you with valuable and personalized advice at each stage of a construction project. More specifically, we can represent you with regards to the bidding process; contract drafting, negotiation and interpretation; project management; financing; insurance underwriting and coverage; project execution; as well as any dispute or litigation.

By acting as your legal advisor, we also seek to maximize your efforts and mitigate your risks. We offer an added value to our clients via our multidisciplinary approach providing a turnkey solution, our construction law and infrastructure practitioners work closely with their colleagues from other areas of practice, such as structured finance and securitization, tax, environmental law, workplace health and safety, employment law, real estate, insurance, civil, professional and contractual liability, intellectual property, municipal law, as well as bankruptcy and insolvency.

Since our lawyers specialize in both contentious (including litigation, arbitration and adjudication) and non-contentious advice the same team is able to play a valuable role in ensuring that your construction or infrastructure project is then delivered smoothly helping you to avoid or manage problems which may arise.

Whether you’re an employer, contractor or consultant, working on a nuclear, renewables, oil and gas, utilities, railways, roads and bridges, ports and harbors, retail, education or residential project. We use our experience and industry knowledge to deliver the results you need in the timescales you need them.

We represent clients in all sectors of the construction industry:

General contractors (including those that deliver EPC and D/B projects)

Owners/Developers

Subcontractors

Suppliers

Construction managers

Architects/Engineers/Land surveyors

Sureties

Insurers

Lenders

Whether domestic or international in scope, our construction lawyers work closely with clients through each step of the construction and procurement process: planning, performance, and completion ensuring each stage is being attended to efficiently.

Planning

Before any ground is broken, we advise on selecting, negotiating, and drafting contracts – both private and public – and we are well-versed with all standard industry contract forms and how to leverage each for the greatest benefit to our clients. Additionally, the nuances and associated risks in the Federal Acquisition Regulations and other common construction contracts and agreements are familiar territory for our lawyers. We also counsel on all permitting and licensing issues, including environmental and other regulatory compliance matters, as well as requirements for insurance and any surety bonds needed.

Performance

Our attorneys provide a wide range of services as the project gets underway, including bid protests, change orders, schedule disputes, and payment disputes. In addition, we routinely advise clients on numerous labor and employment issues, including labor relations and NLRB matters, union avoidance, immigration compliance, and equal employment opportunity issues.

In the case of an accident or other mishap in the course of construction, we supervise investigations, assist and interview witnesses, notify appropriate authorities, ensure proper insurance notice, and handle numerous other tasks required to properly manage related issues and pursue a best-case outcome.

Completion

As the project enters its close-out stage, our lawyers help with any inspection and warranty issues that might arise, as well as any claims for construction defects. We also handle the resolution of any outstanding mechanic’s liens and surety bond claims, as well as any other issue that could delay the project’s completion.

In addition to our project administration services, we advise clients on a variety of other often-related business issues, including:

Project finance

Mergers and acquisitions

Bankruptcy and restructuring

IP rights

Real estate land use and zoning

Government enforcement and investigations

Taxation

Bf Solutions tax practice offers a broad range of services covering all aspects of federal, state, and local taxation laws for individuals and businesses. Our tax attorneys serve a diverse client base, including:

Individuals
Privately held businesses
Regional, national, and international publicly held companies
Corporate and individual fiduciaries
Nonprofit and tax-exempt organizations – charities, religious organizations, and healthcare providers

Our reputation is unequaled worldwide in both restructuring and private equity.

The tax attorneys we offer have unmatched experience in representing both debtors and creditors in restructuring situations, working closely with our market-leading restructuring practice.

Our attorneys have extensive experience in:

Corporate and partnership tax representation

Federal tax planning and structuring

Business entity formation

Our Tax practice covers

(Sales, Commodity and Indirect Tax)

We have indirect tax expertise, in particular value added taxes, across sectors – from the ever-changing financial sector, through asset finance and corporate, to not for profit and private client areas. We serve a range of clients, including privately-owned corporations, public companies, and multinationals Many of our clients seek tax planning and legal advice. We take a practical results-oriented approach when providing advice. We help our clients understand the scope of their tax obligations and liabilities, develop tax-efficient plans in order to minimize duties and taxes, and help structure the client’s affairs to avoid compliance issues. We also provide timely and relevant information to clients so that they can maximize profits, minimize risk, take advantage of new opportunities and deal with challenges.

(Tax investigations)

At Bf Solution we offer experienced counsel in advising clients on tax audits and their relationship with local tax authorities, national courts or European legislative bodies. We regularly deal with domestic and cross-border investigations.

(Charities & Not-for-Profit)

We offer clients a value-added approach catered to each organization’s needs. Whether advising on tax compliance strategies and structures for charities and non-profits operating across multiple jurisdictions, helping to secure and structure mission-related investments, or restructuring charities and non-profits to generate revenue from innovative sources, we have the specialized knowledge and experience needed to help organizations achieve a sustainable long-term advantage.

Indicated below is a list of services that can be rendered on request.

Protect against liabilities

Obtain charitable status

Conduct internal compliance audits and advise on risk management

Understand provincial laws on investments, privacy and fundraising

Harmonize foreign and domestic operations of registered charities

Maximize the impact of fundraising and gift agreements

Engage in social enterprise and social finance

Create governance and operational policies dealing with issues such as investments, gift acceptance, and conflicts of interest

Address general legal matters, including real estate, employment, health law, charitable gaming, education law and intellectual property needs

Provide direct advocacy support on complex matters

(International capital & Trade markets)

We offer an experienced international Tax team involved in a full range of transactions ranging from debt capital markets, derivatives, equity capital markets, Islamic finance, securitizations, structured finance to structured retail products. We have represented importers and exporters globally across various industry sectors including: aerospace, aluminum and steel, automotive, agriculture / agri-food, apparel, banking and financial, communications, defense production, direct sales, e-commerce, fisheries, forestry, manufacturing, oil and gas, technology, third party logistics, transportation, and mining. We have also assisted trade-related service providers, including accounting firms, carriers (in all modes of transportation), certifiers, couriers, distributors, freight-forwarders, insurers, shippers, steamship lines, suppliers, and third-party logistics providers.

Our Perspective

Our attorneys and members of the tax practice team at Bf Solutions understand fully the ability to make sound business decisions relies in large part on having access to clear and consistent information – particularly how taxation can affect your business and finance. Our Tax Practice has been guided by a commitment to stay ahead of continuously changing laws and regulations while finding a creative yet practical tax law solutions for clients reliant on our services.

(Capital Market)

BF Solution offers a leading Capital Market team offering a debt and equity capital market service covering numerous varieties of capital market transactions our capital markets practice is comprised by experienced finance lawyers who specialize in various securities and regulation laws advice, enabling us to advise on U.S. law aspects of transactions anywhere in the world.

Transaction Types

Equity

Public Equity Offerings

Initial Public Offerings

Follow-On and Secondary Public Offerings

Shelf Registrations

Rule 144A/Regulation S Offerings

PIPE Transactions

Other Private Placements

Debt/Preferred

Convertible Debt

High Yield Debt

Investment Grade Debt

Preferred Stock

Derivative Products

Mezzanine Capital

Royalty-backed and Other Structured

Debt Securities

Our attorneys are renowned for their intellectual rigor drawing on deep product expertise and regularly workings alongside regulatory, banking and finance, litigation, restructuring and other specialist teams developing innovative solutions for our clients and partners by incorporating precedent-setting financing techniques that lead the industry.

Our experienced capital market team is skilled in the service of debt and equity capital markets covering numerous varieties of capital market transactions, including:

Initial public offerings (IPOs), direct listings, spin-offs, secondary, and follow-on stock offerings

High yield debt and bridge financings

Convertible debt offerings, equity-linked securities, and equity derivatives

Establishment of, and updates to, global medium-term programs and European medium term note programs

Eurobonds, Yankee bonds, investment grade bonds, and programs

Sustainable finance, including green bonds and sustainability-linked loans or bonds

Private equity and mezzanine financing

Private placements, as well as public equity (PIPE) offerings

Liability management transactions, such as tender offers, exchange offers, consent solicitations, amendments, and waivers

Islamic finance, including the Shari’ah approval process and original structures based on murabaha, mudaraba, ijara, wakala, and musharaka products

Securities and financial regulatory experience with SEC registrations, Rule 144A offerings, shelf registrations, regulations of global regulatory institutions, trading rules (such as Regulation M), blue sky work, and rules of and reviews by the Financial Industry Regulatory Authority and the Public Company Accounting Oversight Board

We offer a pragmatic, commercially minded capital markets lawyers who not only appreciate relevant legal considerations, but also deeply understand our clients’ businesses and are focused on helping them attain their marketing, positioning and transactional objectives. Our collaborative team-based approach makes us the preferred choice as either issuer’s counsel or underwriters’ counsel on many of the most transformative capital markets transactions.

Islamic Finance

At Bf Solution we offer an Islamic practice Group who advise clients on Islamic finances across a number of practice areas, including capital markets, project finance, banking, derivatives and structured finance, funds and taxation.

Our Islamic finance specialists advise corporations, governments, banks, sponsors, export credit agencies, investment funds, and other investors on Shari’ah-compliant transactions across various jurisdictions with extensive experience in structuring, documenting and negotiating complex transactions and developing innovative Shari’ah-compliant techniques,

Our Islamic Finance Group works hand-in-hand with our experienced corporate and finance lawyers based across multiiple jurisdiction carring out a broad range of corporate, commercial and regulatory activities including mergers, acquisitions and disposals (both public and private), joint ventures, equity capital markets, corporate restructurings, private equity, funds and regulatory matters.

Regulatory matters include advising on product development, prudential and supervisory guidance for Islamic finance institutions, product marketing and distribution, and advising in connection with regulatory approvals for new institutions.

We offer a strong debt capital market and structured product capabilities, both internationally and regionally, having a developed innovative structure for clients facilitating access to the local equities and asset-based markets while mitigating foreign ownership restrictions and local law issues.

Our Islamic Finance Group has not only built up a strong track-record within Islamic law practices but also comprises of experts in structuring conventional transactions ,having this breadth of experience provides us with the ability to deliver legal and structuring solutions across a wide range of product area along with a fully integrated with our loans and structured finance practices and general corporate practices making it one of the most well-rounded multi-disciplined Islamic finance teams in the legal industry.

We are aware of the requements needed to successfully close deals through working together in an effective and efficient manner—allowing our clients to receive high quality legal advice. The Islamic finance lawyers within our Islamic Finance Group have built up a strong track-record of working together on large-scale, complex, multi-sourced and multi-jurisdictional transactions across the region and throughout the globe.

Indicated below are a list of service our Islamic Finance Group offers

Islamic Banking

Our Islamic finance group consist of experienced and skilled financial experts dedicated to offering clients advice on a broad spectrum of financial products based on Islamic principles

Advises and decisions offered are closely reviewed by eminent scholars and experts within the Sharia Supervisory Board with experience in Islamic finance ensuring all services are rended with the utmost efficiency

Islamic taxation

At Bf Solution our Islamic finance group offers an Islamic finance taxation team providing a wide range of taxation advice, both on domestic and multi-jurisdictional transactions. We advise on a wide range of Islamic finance transactions, with both domestic and multi-jurisdictional dimensions, including ijara, istisna’a and murabaha financing transactions, sukuk issuances and securitisation transactions. Experts within our Islamic finance taxation team are familiar with multiple relevant legislation or guidelines which have been implemented to ensure that Islamic finance transactions operate in as tax neutral a way as possible.

(Islamic Funds)

We make available an Islamic finance group made up of investment specialist regularly advising on the establishment and maintenance of operations within islamic principles compliant investment funds. Our investment funds team has developed a range of Shari’a compliant fund structures across a range of sector including advising on Shari’a-compliant real estate, hedge, fixed income, private equity and SME funds

We pride ourselves in the ability to deliver the needed exceptional service and value, using the latest technologies and methodologies to achieve the desired outcome

(Shipping and Maritime Law)

At Bf solution we offer an experienced and vast shipping and maritime legal team dedicated in offering a full range of legal services to ship owners, charterers, ship managers and ship financing institutions. Our advocates and legal consultants have handled complex transportation disputes that often arise in a region where trade and shipping are paramount. Our industry-leading clients include shipowners, charterers, port operators, shipyards, cargo owners, cargo interests, offshore and onshore service providers, insurers, banks, P&I clubs, and traders.

Our lawyers seek at all times to provide innovative and practical solutions to implement clients’ plans in the most efficient and advantageous manner. As regards shipping companies, the team is highly involved in the day to day running of its clients’ activities, providing the legal support necessary for the proper administration of the vessels and the companies themselves.

We have extensive experience in all aspects of maritime operations, including:

casualty, pollution and salvage

maritime and logistics contracts

regulatory and government

maritime security and piracy

vessel finance, maritime bankruptcies and workouts, including maritime liens

energy, LNG/LPG and cables

marine appellate and amicus curiae

intermodal and terminal

cruise line and yachts

Admiralty, Litigation and Arbitration

We provide an experienced and diverse team of maritime lawyers who attend to do all areas of contentious shipping work. Recent survey indicate that contentious shipping work is the mainstay of most shipping law practices. Few shipping lawyers traditionally do both contentious and non-contentious shipping work. We believe that our experience in doing both contentious and non-contentious shipping work gives us a blend of unique experience in doing shipping litigation and arbitration work.

We look at all areas of work holistically from your business perspective. We offer services ranging from immediate response and investigation of casualties, including personal injuries and death, pollution incidents, collisions, and cargo loss, to complex commercial litigation and dispute resolution, resolution of charter party disputes, and defending enforcement actions, grand jury investigations, and criminal charges. We also have particular experience representing clients in complex marine insurance claims.

Ship Sale and Purchase, Ship Financing and Shipbuilding

Our experienced team team of maritime lawyers assist, advise and represent clients for ship registration or in ship sale and purchase transactions constantly working with various international ship registries and their correspondents, assuming roles involving assistance to buyers, sellers or banks in ship registration, ship sale, purchase and finance. Situations involving clients request with assistance we have acted for both shipyards and buyers on shipbuilding and vessel conversion contracts. Notably, we have experience in advising on such transactions ranging from simple tugs and barges to common commercial vessel like container vessels, tankers, dry bulk vessels and fishing vessels and vessels and structures in the offshore industry such as oil rigs, semi-submersibles and offshore support vessels. Our cross-experience in shipping litigation and arbitration involving ship sale and purchase, ship-building and other such contracts help provide clients with value added risk management perspectives when we assist our clients in drafting or negotiating such contracts or transactions.

Business and Contract Advisory

Our services are relied upon by a diverse number of clients seeking business and contractual advice regarding issues and situations arising at the expense of doing business. Renowned for Being a one-stop shop for all areas of legal work we are able to call on that knowledge and expertise giving us a helicopter view of various business, legal risks and liability offering the necessary guidance needed to make a well-informed decision. Our services are constantly relied upon by various business seeking structural and contractual drafting advice required in forming and maintaining a business Our maritime legal team offers the need ed business operation and structural advice needed to offer the correct framework for chartering and for bills of lading to be issued by the right subsidiary company. Our experience within dispute resolution enables us to assess standard contract wording with a more critical and pragmatic eye

(Aviation Litigation and Regulation)

The aviation sector as we know it is governed by regulations and standards which are established by industry practices. At Bf Solution we offer an aviation litigation which is highly specialized with practices encompassing all facets of air travel, and business operations. Our aviation team represents aviation and aerospace insurers and reinsurers, aviation products and component part manufacturers, carriers, airports, repair facilities, and manufacturers and operators of unmanned aircraft systems (drones) in all manner of dispute and investigation.

Our Aviation Litigation team represents clients in their most sensitive and high-stakes cases, including multidistrict and class action litigation serving as counsel for commercial airlines and aviation manufacturers in the defense of all types of complex litigation claims, ranging from commercial disputes, to wrongful death and property damage cases. With broad experience extending from the defense of passenger injury claims, to high-profile commercial air crash cases, to aviation industry business disputes, our aviation legal team have deep experience and a proven track record of success, including winning significant defense verdicts, appellate victories, and favorable settlements, and dismissing frivolous claims that can damage an airline’s or manufacturer’s reputation.

Attorneys within our aviation legal team are vastly experienced with the legal standards and regulations impacting the industry, understanding the various technologies surrounding aircrafts while possessing practical industry knowledge required when managing aviation matters, frequently relied upon by our clients to protect their assets and interests by employing ethically sound defense strategies that are tailored to each client’s unique situation. Our team of aviation attorneys are significantly experienced in alternative dispute resolution through both the mediation and arbitration processes.