Corporate

The attorneys in our Corporate Services Group provide comprehensive and sophisticated legal services to start-up and emerging businesses, family-owned and other closely-held companies, multinational and publicly-traded corporations and non-profit corporations. Our clients come from diverse industries, including manufacturing, high technology, financial services, energy, sports, life sciences, health care, construction, education, and real estate, as well as the non-profit sector.

We are committed to developing a close relationship with each of our clients and understanding their business opportunities and risks so that we can provide them with high quality and cost-effective legal services. For many of our clients, we serve as outside general counsel, working closely with their senior management teams and providing strategic and tactical legal advice.

The Corporate Services Group helps our clients develop business structures that maximize business opportunities and flexibility and minimize regulatory and tax implications. We advise clients in connection with choice of entity and entity formation, corporate governance, commercial transactions, preparation of contracts and the creation of joint ventures and strategic alliances. Our corporate clients often call on us to create or review their internal policies and procedures and counsel them how best to navigate employment law issues. We also represent and assist our clients in the protection of intellectual property and technology and the transfer or licensing of such rights. We assist our clients with respect to their international operations, distribution relationships and joint ventures in order to capitalize on business opportunities in the global marketplace.

Our M&A attorneys have extensive experience handling large and small mergers and acquisitions on both the buy-side and sell-side. We provide advice on transactional structures, tax and regulatory issues, governance and fiduciary duties, as well as perform due diligence, negotiate transaction terms and documentation, and assist with post-closing integration or wind-up. We team with our clients’ other service providers including accountants, investment bankers, and financial planners to provide the client with comprehensive and effective representation. We help clients finance their transactions through traditional and alternative financial institutions, venture capital and private equity firms, investment banks and private or public offerings of equity and debt securities.

Attorneys in our Corporate Services Group work closely with attorneys in the Firm’s Tax Services, Real Estate Services, Employment Services, Litigation Services, Financial Services and Estates and Trusts Groups to assist clients in meeting their needs and achieving their business goals in the following areas:

General Corporate

  • Entity Selection, Formation and Organizational Planning
  • Corporate Governance
  • Shareholder, Buy-Sell and Voting Agreements
  • Family Office Entity Structure/Counseling
  • Succession and Estate Planning
  • Tax Planning and Counseling
  • Officer and Director Responsibilities
  • International Business Issues and Structure

Mergers and Acquisitions

  • Mergers (including forward and reverse merger transactions)
  • Share Purchases and Exchanges (including Section 338(h)(10) elections)
  • Asset Purchases and Sales
  • Reorganizations, Divestitures and Consolidations
  • Redemptions
  • Joint Ventures and Strategic Alliances
  • Management Buyouts
  • Cross-Border Transactions
  • Due Diligence
  • Integration Planning

Commercial Transactions

  • Purchase and Sale of Goods
  • Supply Agreements and Manufacturing Agreements
  • Sales Representative and Distributor Agreements
  • Sales Terms and Conditions
  • Equipment Purchasing and Leasing
  • Confidentiality and Non-disclosure Agreements
  • Employment and Consulting Agreements
  • Equity Compensation and Employee Incentive Arrangements
  • Independent Contractor Agreements
  • Software Licensing Agreements
  • Standard Contract Templates
  • Secured Transactions
  • Leases and other Real Estate Agreements
  • Research Funding and Clinical Trial Agreements
  • Airplane Purchase and Sale Transactions

Financing Matters

  • Traditional Secured and Unsecured Commercial Loans
  • Mezzanine and Subordinated Debt
  • Private Placement of Equity and Debt
  • Private Equity and Venture Capital Transactions

Intellectual Property and Licensing

  • Intellectual Property Licensing
  • Technology and Joint Development Agreements
  • Evaluation and Protection of Intellectual Property

Dispute Resolutions and Litigation

  • Commercial Collection Matters
  • Commercial Arbitration and Litigation
  • Litigation Strategy and Management