Practices Areas
Practices Areas
Pearce LLP is the sought-after firm in the fashion and apparel industry. Founded in 2003, the firm serves as advisor and counsel to some of the most prominent decision-makers in the industry worldwide, including designer-founders who’ve built successful brands under their own name. The firm also represents entertainment and media companies in a wide variety of matters.
Corporate
Pearce LLP assists clients throughout the United States and Europe on a full spectrum of business matters. We represent a significant number of foreign clients including private and public entities, emerging companies, investors, and individuals based throughout the world. Our broad based corporate experience is attributed to advising such a diverse client base on multi-state and multi-national matters. We work closely with foreign lawyers, accountants and advisors to ensure seamless representation of client goals.
We provide general business legal advice, assist in structuring and implementing major transactions, prepare agreements to address unique business arrangements and consult with clients to resolve major business and ownership issues. We handle such matters as initial and later stage venture and other financings; mergers and acquisitions; private equity transactions; corporate, LLC and partnership formation; and corporate partnering, joint venture and other strategic alliance arrangements.
Corporate Finance/Venture Capital
Pearce LLP advises clients in connection with private finance and other commercial transactions, including merchant banking transactions; asset-based financings; venture and mezzanine investments; highly leveraged-, bridge-, and other-acquisition financings; project and other structured financings; and private placements of debt securities.
We have participated in all aspects of the private placement of securities, representing issuers, institutional investors and venture capital firms in every type of private financing transaction, including seed financing angel investments, venture capital financing, later stage equity or mezzanine financing, private debt financing.
Our breadth of experience enables us to develop creative solutions and deal structures that best serve our clients and their brand. We have worked with clients ranging from entrepreneurs to veteran managers, venture capitalists and strategic investors, as well as domestic and international companies. Our firm has also assisted with a wide range of legal services geared toward development and growth of our clients such as the development and/or review of business plans and the evaluation of key strengths and weaknesses; employment agreements, employee incentive plans, employee benefits and employment law compliance; angel financings, venture capital financings, equipment financing and joint development arrangements; patent, copyright, trademark and licensing matters; joint ventures and strategic partnerships; and mergers and acquisitions.
Selected Representative Matters Include:
• Represented the company, a luxury-brand shoe and accessory company, in a $10 million Series A Common Stock transaction.
• Represented the company, a luxury-brand apparel company, in a $2 million Series A Common Stock transaction.
• Represented the company, a luxury-brand women’s swimwear company, in the analysis and consideration of a $2 million offer to sell all capital stock in company.
• Represented the company, a luxury-brand menswear company, in the analysis and consideration of a $5 million offer to sell all capital stock in company.
• Represented the company, an independent motion picture company, in a $20 million Series A Preferred Stock transaction.
• Represented the company, a Web 2.0 social media company, in a $8 million Series A Preferred Stock transaction.
• Represented the company, an IPTV provider, in a $5 million Series A Preferred Stock transaction.
• Represented the company, an emerging fashion company, in a $1.5 million Series A Preferred Stock transaction.
• Represented the company, a board game and media company, in a $2 million Series A Preferred Stock transaction.
• Represented the Finder Agent in a $10 million Series A transaction related to the formation of a sports league.
• Represented the company, an international drilling and mining company, in the analysis and consideration of a $150 million bid to purchase U.S. mining company.
• Represented the company, an independent film and television production company, in the analysis and consideration of an acquisition of a $100 million film slate.
• Represented the company, an independent film and television production company, in the analysis and consideration of a $200 million offer to sell all capital stock in company.
Mergers & Acquisitions
Pearce LLP has extensive experience in advising clients ranging from individuals and privately held businesses to multinational corporations on all types of M&A transactions, including mergers, purchases and sales of stock and assets, and other corporate restructurings. We also advise both foreign and domestic entities on cross border transactions and through wide range of deal structures.
Our firm represents investors, target companies, financial advisors and many others that participate in M&A transactions. We have also been engaged as special counsel to boards of directors of major fashion companies.
Selected Representative Matters Include:
* Provided analysis and recommendations on potential target companies family office investor . Calculated estimated valuations and evaluated investment risks to determine suitability of potential targets for investment portfolio.
* Chief advisor and counsel to designer-founder of namesake brand with a with multi-million euro offer from a prospective family office investor. Determined capital requirements and valuation to assess investment offer. Conducted comprehensive review of financial controls, operations, vendor agreements, customer accounts, inventory management and sales projections. Evaluated options for alternative funding.
* Chief advisor and counsel in $20+m acquisition of designer/namesake company in early-stage women’s luxury apparel business . Settled non-competition claim under designer’s then-current consulting agreement with a rival luxury company which threatened to block the sale.
Employee Benefits & Executive Compensation
Key talent is crucial in any industry. Pearce LLP advises and counsel organizations in developing and implementing strategic talent management strategies to grow its business and sustain performance when key talent suddenly defects. We also advise clients in hiring strategies, identifying key talent within the organization, developing and fostering key talent, and retention strategies. We draft stock option and creative director and executive compensation plans, as well as assist employers in developing tailored bonus and commission plans that are based on rewards for contribution and increased revenue of an organization.
Selected Representative Matters Include:
* Negotiated powerful stock option incentives that retained 100% of key executives who succeeded in turnaround of a $300+ million luxury company. Served as advisor and counsel to CEO and management team whose commitment achieved ROI well above target for the private equity investor and option payout at the highest negotiated rate.
* Served on the Board of Directors of $60 million heritage brand luxury company following acquisition and re-launch by multi-brand luxury group. Negotiated long-term incentive-based employment agreement for creative director essential to company’s initial success and collaborated with management to successfully integrate the independent creative team in the multi-brand organization.
* Mediated dispute to preserve 20-year old iconic brand during conflict between designer/founder/namesake and new owner-operator. Negotiated a long-term designer services agreement and reinstatement of lapsed option rights to help solidify a productive and profitable but volatile new alliance.
* Secured long-term services and trademark rights for $800 million company. Negotiated lifetime employment and name/trademark rights agreement for designer/namesake of 30 year old high luxury brand to help owners preserve the success of the company including key licensee relationships.
Turnaround & Restructuring
A sound turnaround strategy enables executives of underperforming companies to understand the critical causes of poor results, in order to stem losses and restore growth. This involves analysis and determination of necessary and unnecessary expenditures; restructuring finances and redefining strategic objectives; building a stronger management team; and implementing achievable target goals, and exit strategies.
Our broad experience with turnarounds begins with a strategic review of each business unit of an underperforming company. We analyze each independently and as a whole to determine what is working, and what needs improvement, or in some cases what needs to be eliminated. We determine where and how a company can best invest its resources, both financial and personnel to achieve optimal results.
Selective Representative Matters Include:
* Evaluated and supervised restructuring of apparel company recently acquired by family office investor. Collaborated with investor’s chief project executive to develop and execute program to reorganize operations and staff, refine marketing strategy and implement protocols and budgetary controls.
* Developed and executed emergency intervention program to forestall bankruptcy of a distressed luxury women’s wear company. Renegotiated vendor agreements to meet payment obligations and maintain critical supplier relationships. Conducted comprehensive review of operations to address and resolve fundamental vulnerabilities. Implemented critical measures to help regain financial stability.
Strategic Partnerships & Joint Ventures
Pearce LLP has advised clients with respect to a broad range of transactions involving various types joint venture and strategic relationships. We have structured and negotiated joint ventures and strategic alliances under various corporate forms for collaborations, manufacturing, product development, as well as all related ancillary agreements, such as marketing, distribution, and license agreements.