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Our clients range in size from
sole proprietors and small businesses to public companies that are active in the
whole spectrum of business, from wholesale to retail and service industries, manufacturing
to high tech.
Formation of Business Entities
The form of business
chosen for a business entity potentially affects every aspect of its operations.
Our attorneys have practical
experience in organizing, structuring and maintaining all types of business entities
including:
- "C" corporations,
- joint ventures,
- limited liability companies,
- limited liability partnerships,
- non-profit organizations
- partnerships,
- proprietorships, and
- "S" corporations.
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Financing and Operation of the Enterprise
We advise clients on the selection of appropriate financing sources and on structuring
and negotiating initial and subsequent rounds of public and private financing. We
represent both lenders and borrowers in financing transactions, both investors and
operating companies with various types of equity investment, and domestic
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and foreign financial institutions
in both regulatory and transactional matters.
We frequently advise our clients
in connection with complex commercial agreements, technology agreements, executive
compensation matters, environmental and regulatory issues, and real estate transactions.
Our attorneys have broad experience with the corporate, securities, antitrust, and
tax law aspects of domestic and international joint ventures.
As our clients’ businesses grow, we remain their strategic partner, offering ongoing
advice and assisting in the development of the key financial and business relationships
that will determine the long-range character of the enterprise.
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Corporate Governance
Our attorneys regularly consult
with Boards, Special Board Committees, independent directors and corporate executives
of public, private, family-owned and nonprofit corporations on a broad range of
governance matters, including: Organization of the Board and its committees; the
role and duties of the Board and its committees; preparing and reviewing statements
of corporate governance principles, codes of ethical conduct and conflicts of interest
policies, and Board committee charters; Board and committee performance evaluation
matters; Representation of the Board and special committees in merger, acquisition
and takeover transactions; Analyzing director and officer indemnification issues;
Assisting with the preparation and performing of corporate legal and ethical compliance
reviews.
Transactional Practice
The Corporate Group
has particular experience in representing parties involved in the acquisition, sale,
merger and financing of middle-market businesses, as well as in mergers and acquisition
and financing transactions involving larger corporations. That depth of experience,
together with our focus on the middle-market client, means that we can provide the
depth and sophistication offered by larger firms along with the efficiency and intimacy
important to middle-market businesses.
Our attorneys begin
their representation of a client at the earliest possible stage of a transaction,
and continue to work with the client even after a transaction has been completed.
For potential sellers, the process begins with an evaluations of the owner’s goals
and reasons for disposing of the business and an exploration of alternatives, including
recapitalization, public offering, strategic partnership, or outright sale. For
potential buyers, the process begins with the buyer’s objective, considering the
nature of the business assets available to the buyer through the acquisition process,
financing techniques, and strategic investment alternatives.
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