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Practice Highlights

  • Strategic solutions to the complex legal and business issues 
  • Trusted advisors to in-house counsel
  • Advise clients ranging from start-ups to small businesses to international corporations

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Business and Corporate Law

The Business and Corporate Group provides strategic solutions to the complex legal and business issues facing clients while helping them achieve their business objectives.  Clients range from entrepreneurs seeking counsel on selecting the correct business form and raising capital, to established companies looking to grow through acquisitions and form strategic alliances, to private equity firms requiring assistance in the acquisition or divestiture of portfolio companies.  We serve as outside general counsel to clients and as trusted advisors to in-house counsel providing legal solutions specifically tailored to the scale and complexity of their business, in areas where the depth and breadth of the experience of our group is crucial.

We assist clients in selecting the proper legal entity in which to conduct business and draft the necessary documentation, including corporate formation documents, limited liability company operating agreements, limited partnership or general partnership agreements and shareholder agreements.  We are adept in negotiating, drafting and reviewing agreements of all types, including employment, distribution, manufacturing and licensing across multiple industries.  We assist clients with transactions that provide access to debt and equity capital through the sale of stock, partnership or limited liability company interests, or through the issuance of debt to institutional lenders.  Our clients rely on us to provide strategic counsel in negotiations and to advise them with respect to reviewing, negotiating and closing commercial loan transactions.  When our clients seek opportunities to expand, whether through partnership or strategic alliance or by making strategic acquisitions, we provide the legal guidance and draft and negotiate the necessary documentation to facilitate these transactions.  We also assist our clients with understanding and complying with the myriad of federal, state and local regulations that apply to their businesses.

Although we are often the first point of contact for our clients, we draw on the experience of the lawyers in our varied practice groups to best serve our clients’ needs.  We collaborate with members of the International, Labor and Employment, Tax and Estates, Bankruptcy and Creditors Rights, Real Estate, Finance, Intellectual Property, Securities and Commercial Litigation groups to provide seamless solutions to our clients’ issues and help them achieve their business objectives.

Formation and Governance

We represent individual entrepreneurs and private equity funds in entity formation and ongoing governance issues. After listening to and critically evaluating our clients' business plans and short term and long term objectives, we work to develop the optimal legal structure for their business based on consideration of liability, tax and securities law issues.  Whether the preferred structure is a corporation, limited liability company, limited partnership or general partnership, we craft the formation documents, operating agreements, shareholder agreements, partnership agreements or bylaws to suit the unique issues presented by our clients' business plans.  We are particularly attuned to issues arising from minority interests in companies and have broad expertise in negotiating investor rights agreements from the perspective of both the company and the minority investor.

Mergers, Acquisitions and Strategic Transactions

Whether it be a private equity company seeking to add a portfolio company or an operating business whose expansion plans require a specific acquisition, we assist in structuring, documenting, negotiating and closing asset or stock purchases and mergers.  We help management or other sponsors in buy-out transactions, including structuring the acquisition terms and creating the debt and equity structure as needed, to successfully conclude these leveraged transactions. Clients seeking to expand resources turn to us for help in forming domestic, as well as international, commercial relationships, including joint ventures, partnerships and strategic alliances.  We have extensive experience in the process of exiting investments for both the private equity investor seeking to monetize a portfolio company, to a closely held business whose ownership has decided that it is time to sell.  We help structure, negotiate and close exit transactions in a manner to reduce or eliminate residual risk of entity ownership.

Equity and Debt Financing

When initial or additional operating capital is needed by our clients, we structure and document private placements, counsel our clients regarding their debt and equity financings, and assist them with their commercial loans, including negotiating favorable terms and conditions and advising on securities law compliance at the federal and state levels.

Representative Matters

  • Advised early stage company obtaining Series A round financing from a group of private equity investors, including drafting and negotiation of investor rights agreement and advised and negotiated subsequent additional rounds of bridge financing from private equity investors
  • Represented a European-based pharmaceutical manufacturer, development and distribution company in the sale of worldwide distribution rights to a line of products; representation included drafting and negotiating an asset purchase agreement, a commercialization, development and license agreement and related manufacturing and supply agreements
  • Represented a financially distressed multinational tier two supplier in the automotive industry in a series of transactions involving an asset sale transaction, a stock sale transaction to another tier two competitor, and an asset sale to a tier one supplier
  • Advised in the structuring and formation of  a Delaware nonprofit corporation organized as a risk purchasing group for a national insurance brokerage
  • Advised and drafted corporate governance documents, including bylaws and standing resolutions, for middle market company following the death of the founder and president
  • Advised real estate investment entity regarding structuring, including multiple levels of ownership, and drafting limited liability company operating agreement
  • Advised nonprofit corporation regarding governance issues and revised corporate governance documents including articles of incorporation and bylaws consistent with succession planning following the retirement of founder
  • Advised client regarding formation and structuring of limited liability company to be owned by the senior and junior loan participants in real estate transferred to the limited liability company by deed in lieu of foreclosure on a mortgage loan
  • Advised life insurance company in sale of a senior note secured by real estate portfolio
  • Represented a foreign manufacturer of pharmaceutical products and medical devices in the domestic license and distribution of its products to a U.S. based pharmaceutical company 
  • Represented founder of specialty pharmaceutical company in connection with bridge loan financing from existing private equity investors 
  • Represented a privately held U.S. based pharmaceutical manufacturing and development company in obtaining private equity financing from U.S. and European based private equity firms

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