A significant part of Mr. LaGrange's practice is focused on advising investors and issuers regarding the federal securities laws that are of special relevance to company insiders. He regularly assists clients grappling with complex or novel beneficial ownership issues, including those regarding structuring corporate finance, M&A, spin-off and derivatives transactions. Mr. LaGrange also advises on developing related disclosure strategies, developing compliance programs, seeking relief from disclosure requirements, and defending claims regarding disclosure violations and for recovery of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934. He also has extensive experience advising clients concerning Rule 144, insider trading policies, Rule 10b-5 and Rule 10b5-1 trading plans.
In transactional matters, Mr. LaGrange has represented numerous clients in a range of transactions, including technology transactions, domestic and cross-border mergers and acquisitions, and the creation and unwinding of cross-border joint ventures. He led Skadden’s representation of RPX Corp. in its 2015 acquisition of the patent assets of Rockstar Consortium, which was formed by Apple, Microsoft, Sony, Blackberry and Ericsson to acquire the patent assets sold in Nortel Network Corp.’s bankruptcy. This transaction was highlighted by The Recorder when it selected Skadden’s Palo Alto practice for top honors in the Technology Transactions category in its 2016 Corporate Department of the Year competition. Mr. LaGrange also led Skadden’s representation of RPX in its 2016 acquisition of discovery management company Inventus Solutions, Inc. from investors led by private equity firm Clearlake Capital Group, LP.
He also has represented Calera Capital, a private equity fund, in numerous leveraged buyouts; several public technology companies in a variety of industries in private-company acquisitions; two public, employee-owned companies in reorganizations undertaken to allow them to terminate public reporting while preserving widespread employee ownership; a major payment processor in its formation of a joint venture to pursue processing opportunities in emerging markets; and early investors in notable technology companies in their pre-public sales into the private secondary market.
Mr. LaGrange counsels public companies regarding director independence and related-party transactions, annual meetings, proxy statements, shareholder proposals and other shareholder matters. He also advises issuers and boards of directors regarding corporate governance matters and developments in corporate governance best practices. His recent experience in this area includes representing a board of directors of a Nasdaq-listed company in connection with its review of complaints of conflicts of interest among the company’s executive officers; advising a Nasdaq-listed parent company in connection with developing a plan to incentivize its senior management to support the development of a less than wholly owned subsidiary without creating conflicts of interest with the parent; and advising a NYSE-listed company in connection with its founder and controlling shareholder’s continuity planning in connection with his retirement.