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CORPORATE/BUSINESS LAW
Providing a broad array of advice to business entities regarding organizational, operational and transactional matters, including start-up enterprises, limited liability companies, partnerships, closely held companies and publicly owned companies ranging from local and regional businesses to large multinational companies. A range of businesses, including manufacturers, service companies, banks and financial institutions, franchises, health care organizations, retailers, technology enterprises, real estate developers, distributors and professional organizations.
We regularly counsel clients on matters related to organization and structure, provide advice on matters arising in day-to-day operations, assist in negotiating and documenting financing and business expansion transactions and provide guidance in acquisitions, sales, mergers and divestitures, including
Negotiating and preparing agreements for business combinations and divestitures, including asset and stock purchase and sales transactions, mergers, consolidations, reorganizations, liquidation;
Negotiating, on behalf of lenders and borrowers, secured and unsecured bank and other institutional loan agreements, mortgage and similar financing instruments;
Structuring strategic alliances and joint ventures, establishing licensing and technology transfer arrangements, negotiating venture financing transactions and developing other creative financing techniques;
Advising officers and directors on fiduciary responsibilities and obligations and corporate governance issues;
Establishing the initial organizational structure, including preparing shareholder, partnership, limited liability company and similar agreements defining the rights of the parties;
Developing and documenting executive compensation arrangements and employee benefit programs; and
Preparing dealership, distributorship, licensing, technology transfer franchise and similar agreements.
Financing
Providing representation in a wide variety of financing transactions, including acquisition financings, refinancings and restructurings.
Representing clients with their financing with a wide range of businesses and industries, including manufacturing, distribution, retailing, franchising and real estate development by providing practical industry-specific advice, resulting in value to our clients.
We have represented companies and individuals in the negotiation of equity and debt financing, including
private financing
bank debt
capital lease transactions
Licensing and Technology Transfer
Software developers, internet and technology companies are advised in negotiating and documenting licensing, distribution, technology transfer, franchise and other similar agreements.
Mergers/Acquisitions and Strategic Alliances
While many entrepreneurs view an IPO as the ultimate vehicle for growth, most companies opt to engage in some form of merger, acquisition or other type of business combination instead. We have represented both buyers and sellers and have experience in all forms of transactions, including, but no limited to:
stock and cash mergers
sales and purchase of assets
sale and leasehold transactions
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