Lawrence B. Mandala

Lawrence (Larry) B. Mandala is a member of the executive committee and chairman of the corporate/transactional law group. He has over 35 years of experience representing public and private companies in a wide range of corporate and business transactions.  His corporate finance practice includes private placements, IPOs, and secondary public offerings of equity, debt, direct participation, and hybrid securities.

Larry represents clients in business acquisitions, including mergers, asset purchases, stock purchases, strategic alliances and joint ventures, corporate restructurings, exchange offers, private equity investments, going private transactions, and hostile and friendly tender offers.

In securities law, he regularly counsels public and private clients on federal and state securities and general corporate law matters, including compliance with periodic reporting requirements and proxy solicitation regulations under the Securities Exchange Act of 1934, insider trading, anti-takeover planning, resales of restricted securities, director, and officer fiduciary duties, executive compensation and disclosure obligations.

Larry also guides public companies on their compliance with the Sarbanes-Oxley Act of 2002 and the corporate governance rules of the NYSE, AMEX and NASD and advises public and private companies and their directors, officers, and shareholders regarding other corporate governance issues and corporate best practices.

Representative Matters

• Representation of investment fund established by renowned restaurateur to launch new restaurant and retail concept;
• Representation of Fortune 500 company in its $635 million (stock and cash) acquisition of a division of another Fortune 500 company;
• Representation of Newtoy, Inc., creators of Words With Friends, in its merger with Zynga, Inc;
• Representation of ClickMotive, LP, a private interactive marketing solutions company, in its $48.9 million sale to DealerTrack, Inc.;
• Representation of a privately-held game developer in its sale of assets to another private company for cash and stock;
• Representation of a private company in its acquisition of over 30 Pizza Hut franchises and related financing;
• Representation of a privately-held software company acquired for $45 million in stock by a publicly-traded software company;
• Representation of a privately-held manufacturing company acquired for $21 million in cash by a U.K. based company listed on the London Stock Exchange;
• Representation of the issuer and underwriter in $200 million and $100 million public offerings of energy exploration programs;
• Representation of the acquirers in $50 million and $33 million acquisitions of facilities that produce synthetic coal fuel qualifying for tax credits under section 29 of the Internal Revenue Code;
• Representation of an emerging semiconductor company in a PIPE transaction involving convertible debt and warrants and the required resale registration statement;
• Numerous private placements of interests in partnerships formed for the purpose of oil and gas exploration, ownership of income-producing oil and gas properties, the operation of an intrastate gas pipeline and equipment leasing, in amounts ranging from $500,000 to $54 million;
• Representation of publicly-traded healthcare company in its $160 million merger with another publicly-traded hospital company, subsequent tender offer for $80 million of subordinated notes issued by the target company, and subsequent underwritten public offering of $90 million of common stock;
• Representation of publicly-traded gaming company in its $100 million acquisition of a riverboat casino;
• Representation of numerous community banks involved in mergers with publicly-traded regional bank holding companies;
• Formation of bank holding companies and de novo state and national banks;
• Representation of community banks in the offering of trust preferred securities;
• Representation of community banks in regulatory, corporate and securities matters, including tender offers, private placements and intrastate offerings of common and preferred stock.

Education

Associations & Memberships

State Bar of Texas

Louisiana State Bar

Dallas Bar Association

Texas Association of Bank Counsel

Louisiana Bankers Association
Bank Counsel Section

Dallas Theater Center
Board of Trustees, 2012-2017

Honors & Awards

Best Lawyers in America, Woodward White, Inc.
2021-2023

Best Lawyers in Dallas, D Magazine
2020-2022

Texas Super Lawyers, Thomson Reuters
2009 – 2022

AV® Preeminent™ Peer Review
Rated in Martindale-Hubbell

Bar Admissions

Texas, 1993

Louisiana, 1987

U.S. Court of Appeals, Federal Circuit

U.S. District Court, Eastern District of Texas

U.S. District Court, Northern District of Texas

U.S. District Court, Eastern District of Louisiana

U.S. District Court, Middle District of Louisiana