Attorneys in the Dow Lohnes communications group have extensive experience in providing services as special counsel to companies and law firms that require specific regulatory expertise in the context of complex financial transactions.
In this role, Dow Lohnes communications attorneys evaluate the issues faced by companies subject to FCC or state communication regulation, including regulatory due diligence such as the status of a company’s licenses or other authorizations, and any pending enforcement actions. They identify regulatory barriers, including pending rulemakings and legislation that could affect the company, a decision to proceed with a transaction, or the ability to complete a transaction, and they analyze potential approaches to avoiding those concerns. Dow Lohnes attorneys prepare, review and negotiate regulatory provisions of transaction agreements, and they provide regulatory opinions. The firm’s communications practice regularly prepares and prosecutes applications with relevant regulatory agencies or, where appropriate, supervises local counsel in connection with state-level applications.
The types of matters for which Dow Lohnes serves as special counsel include the following:
- Private Financing and Investment: In connection with debt financings, Dow Lohnes attorneys review and address regulatory issues in financing documents and in the opinions to be given in connection with the financing. Dow Lohnes regularly performs due diligence at the FCC and at the state level and evaluates the results of the due diligence. Dow Lohnes attorneys have extensive experience in dealing with the regulatory issues associated with secured loan transactions involving FCC licensees.
- Public Financing and Offerings: Dow Lohnes attorneys regularly participate in the preparation of securities documents in the communications industry, including both public offerings and private placements. Dow Lohnes has served as regulatory counsel for underwriters and offerors in connection with these matters. The firm’s communications attorneys have extensive experience in matters involving hostile tender offers affecting FCC licensees, particularly in the FCC’s special procedures for such matters.
- Bankruptcies, Workouts, and Foreclosures: Dow Lohnes attorneys regularly guide both lenders and operating companies through regulatory issues affecting financially distressed companies subject to FCC transfer, control, and security interest restrictions under the Communications Act and the FCC’s policies. The firm’s communications lawyers have extensive experience working as regulatory special counsel to their financial clients’ bankruptcy and restructuring counsel.
Dow Lohnes can work directly with a business or through outside counsel in these matters, depending on the preferences of the client. Dow Lohnes also provides ongoing counseling on how regulatory matters might affect companies or industries on behalf of financial clients, including investment banks.