Attorneys in the Dow Lohnes communications group have extensive experience in providing services as special counsel to companies and law firms that need to call on specific regulatory expertise in the context of transactions and other projects that have regulatory implications. In this role, Dow Lohnes attorneys will provide advice as to regulatory issues, conduct regulatory due diligence, aid in preparation of transaction documents and regulatory opinions, prosecute applications, and develop strategies for solving regulatory problems raised by a client's proposed activity. 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.
The types of matters for which Dow Lohnes serves as special counsel include the following:
Pre-Transaction Due Diligence
Dow Lohnes can evaluate the issues faced by companies subject to Federal Communications Commission (“FCC”) or state communication regulation, including the status of a company's licenses or other authorizations, pending enforcement actions, pending rulemakings or legislation that could affect the company and any other regulatory activity that could affect a decision to proceed with a transaction. Dow Lohnes also can identify any regulatory barriers that might affect the ability of a company to complete a transaction and potential approaches to avoiding those concerns.
Transactions
Dow Lohnes attorneys prepare, review and negotiate regulatory provisions of transaction agreements, as well as assist in performing standard regulatory due diligence. Dow Lohnes also prepares and files applications with relevant regulatory agencies or, where appropriate, supervises local counsel in connection with state-level applications.
Debt Financings
In connection with debt financings, Dow Lohnes will 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.
Securities Matters
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.
Hostile Tender Offers
Dow Lohnes has extensive experience in matters involving hostile tender offers affecting FCC licensees, particularly in the FCC's special procedures for these matters.
Regulatory Monitoring
Dow Lohnes can monitor the status of transactions or other matters pending at the FCC that are of interest to a client.