Carmen Fonda represents publicly- and privately-held companies in connection with mergers, spin-offs, restructurings, public and private offerings and other financings, with a particular focus on Maryland corporation law as it relates to real estate investment trusts and investment companies.  Ms. Fonda also represents both public and private companies in merger and acquisition transactions and advises clients on structure and formation of unincorporated entities, securities law reporting compliance and corporate governance matters. 

Real estate investment trusts.  Ms. Fonda represents publicly traded real estate investment trusts organized in Maryland on matters of Maryland corporate law in connection with initial public offerings, stock and debt offerings, mergers and acquisitions and other transactions.  She has also served as independent legal counsel to boards of directors and special board committees in their consideration of potential change of control transactions, including as a result of ongoing private transactions.  Ms. Fonda also represents private and captive REITs in connection with their formation and share issuances to satisfy REIT ownership requirements.

Investment companies.  Ms. Fonda represents investment companies incorporated in Maryland in matters of Maryland corporate law unique to investment companies, including takeover defenses, shareholder litigation, dividends and redemptions, liquidation and dissolution.

Corporate governance matters.  Ms. Fonda advises publicly traded clients regarding corporate governance matters, including duties of directors, structure of board committees, corporate governance ratings and takeover defenses.

Mergers and acquisitions.  Ms. Fonda represents both public and private companies in connection with merger and acquisition transactions.

Significant Matters

• Maryland counsel to a publicly-traded REIT, in connection with its sale to a private equity fund for more than $40 billion. 
• Represented the special committee of the board of directors of a publicly-traded REIT in connection with its consolidation with a related publicly-traded company.
• Maryland counsel to REITs in connection with its $1B initial public offering. 
• Maryland counsel to a family of closed-end mutual funds.
• Represented a privately-held electronics manufacturer in its sale to a Fortune 100 company for $165 million.