Corporate Planning and Compliance

We help clients structure and restructure their businesses to suit their unique financial and business needs. The lawyers in this practice group advise clients on a myriad of issues including capitalization, management organization, stock and other incentive compensation plans, employee relations, securities matters, bank and equity financing, director and officer liability issues, shareholder rights, trade secret and intellectual property matters, and general contractual issues.

Our attorneys monitor client's ongoing operations to ensure they are acting in accordance with their own charters, by-laws and internal regulations, and also are complying with ever-changing federal, state and local laws and regulations. That effort is designed to help our clients avoid legal and regulatory pitfalls, and maximize the advantages provided by the latest developments and trends in the law. We also advise them on succession planning so that principals can sell or transfer their interests when desired in a financially successful and tax-advantaged manner.

Mergers, Acquisitions and Commercial Transactions

Negotiating, structuring and implementing mergers and acquisitions is a regular component of our scope of work. Our services include related financings and venture capital investments, and we have an outstanding track record of structuring transactions to maximize tax savings. We also advise clients on sales and supply agreements, contracts, licenses and R&D agreements, franchises and distributorships, trademark and copyright issues, leasing transactions and general trade and investment matters.

Capital Formation and Securities Regulation

When a client seeks to launch or expand a business venture, we develop a plan to raise the necessary funds. Our role often includes negotiating and finalizing bank loans, planning and implementing securities offerings of common and preferred stock, limited partnership units, debenture issues and other debt instruments. We also form corporate, limited liability and partnership ventures.

Trade Associations and Professional Corporations

Our attorneys serve as outside legal counsel to national trade associations, charitable organizations and other nonprofit institutions. Several of them were pioneers in the formation of professional corporations and they have in-depth knowledge of the issues affecting these groups, including special benefits and deferred compensation. We now represent several hundred PCs, advising them on matters such as equity structure, management arrangements, stockholder agreements, deferred compensation agreements, employment agreements, cross-purchase agreements and corporate operations.

Commercial Litigation

While it is our goal to keep our transactional clients out of litigation, should they be faced with a dispute that another party will not reasonably negotiate, our litigators can advance and secure the client’s interests before the appropriate tribunal. (see Litigation Group.)