Corporate LawThe Corporate Practice Group takes pride in delivering comprehensive, high-quality solutions and legal services at reasonable costs to the organizations and individuals it serves. With decades of experience successfully advising clients through all stages of the business life cycle, our attorneys assist clients with their legal needs as they form new ventures, expand current operations and plan for the future. From financings, joint ventures and M&A transactions, to technology licensing and intellectual property services, to tax structuring and employment counseling, we integrate our business instincts, talents and legal expertise to craft practical and effective solutions and provide the highest caliber transactional guidance. Counseling a diverse client base of middle-market firms and family businesses, multinational conglomerates, and individual entrepreneurs and investors across an array of industries, our professionals have a wealth of expertise and an understanding of all types and aspects of commercial transactions.
We recognize the importance of building strong, long-lasting relationships with our clients as well as facilitating relationships with our clients’ accountants, bankers and advisors as part of a multi-disciplinary approach to providing services.
Entity Selection, Formation, Operation and Strategic PlanningWe regularly counsel clients in connection with the structuring, formation and capitalization of new entities. We guide our clients and their accounting professionals to select the proper form of corporate, partnership or limited liability company entity, accounting for tax considerations, governance of the venture, arrangements among equity owners and executive compensation. For clients considering a joint venture or other strategic alliance, we help parties work through their business goals and capabilities at the onset and proactively plan and document funding, governance and operations, as well as remedies for disputes and exit strategies. Our attorneys work with clients on both U.S. and non-U.S. ventures, with local counsel where needed, and across a range of industries, including apparel, consumer goods, new technology, hospitality and entertainment.
Our transactional team works with clients to develop and implement contractual infrastructures for the efficient delivery of products and services. We help clients accomplish both simple and complex commercial transactions. We have significant experience drafting and negotiating brand and technology licensing agreements, manufacturing agreements, domestic and international distribution and sales agent agreements, supply agreements, sponsorship and advertising agreements, buy/sell agreements, distribution agreements, strategic alliances and consulting agreements. In all facets of their work, our attorneys aim to ensure that contracts adequately protect clients from unnecessary business risk, maximize economic opportunity and accurately reflect the terms of the intended transaction.
Mergers and Acquisitions
We regularly represent buyers, sellers and other parties in all types of domestic and international transactions, including mergers, acquisitions, liquidations, divestitures, reorganizations, joint ventures and strategic alliances. Our industry experience includes manufacturing and distribution, construction, energy and natural resources, apparel, home textile, financial services, food/beverage, hospitality, fitness, retail, healthcare, pharmaceuticals, nutraceuticals, technology and not-for-profits. As members of a deal team, our lawyers manage all aspects of a transaction from conception to completion, including counseling clients in connection with organization, business operations and governance as they prepare for the transaction, identifying acquisition and divestiture targets, evaluating private equity and other potential suitors, conducting due diligence and tax review, and structuring and negotiating definitive agreements. We also assist with post-closing matters, such as dissenting shareholder procedures, post-closing adjustments and escrow disputes. In addition, we frequently serve as special counsel to companies, boards and committees that rely on us for our experience in unique or complex transactions and on corporate governance and local law issues.
Executive and Incentive Compensation/Employment Matters
Our corporate representation frequently involves the preparation of executive employment and consulting agreements. With our depth of experience in this area, we are frequently retained to negotiate employment and/or equity-related agreements for senior executives as well. We also design and implement equity compensation and/or phantom equity plans to meet the objectives of our business clients. Our work in this area often includes coordination with our tax professionals to ensure that the arrangements are structured in a tax-advantaged manner, and to address compliance with changing tax rules, in particular those relating to “deferred compensation” arrangements that are covered by IRC Section 409A.
We help clients design and implement organizational structures necessary to meet their current and long-term needs. When planning for the transfer of a closely-held, family business to the next generation, owners often look to minimize transfer tax costs, address liquidity issues, and plan for management succession. Recognizing that it’s not just about taxes, our attorneys have significant experience in counseling clients to make decisions that are designed to minimize future conflicts among related parties, particularly when some family members are active in the business and others are not. As part of our practice, we utilize estate planning techniques, shareholder and partnership agreements, insurance and annuity options, buy/sell arrangements and employment contracts to provide for an orderly, efficient and tax-advantageous transfer, either during an owner’s lifetime or upon death, to future generations. If it is determined that succession is not a desired goal, our lawyers help clients take advantage of opportune times in the marketplace to exit the enterprise, by sale to a strategic buyer, financial buyer and/or management. We have also successfully worked with clients to create and coordinate with an outside “advisory board,” bringing independence and objectivity to business and succession planning issues.
Outside General Counsel
Our attorneys routinely provide outside general counsel services to clients that lack or have limited in-house capabilities. As an extension of a client’s in-house team, we are dedicated to understanding that client’s unique business needs, its industry, management team, priorities and objectives. We provide guidance to management on corporate governance, fiduciary duty, regulatory, labor and employment, and transactional matters. In our role as outside general counsel, clients view us as a strategic partner who they can rely on for their ongoing legal issues as well as for proactive planning to avoid conflicts and minimize disputes if they occur.
We often serve as U.S. counsel to many of our international clients that have sophisticated legal teams overseas but no U.S. legal presence. Such clients rely on us for U.S. legal advice on specific cross-border transactions as well as for their day-to-day legal needs in connection with the establishment and operation of U.S. braches and subsidiaries. For U.S. clients looking to invest and do business abroad, we can help find appropriate local counsel and work with that counsel to structure their venture.