Practice Areas & Industries: Brouse McDowell, A Legal Professional Association

Practice/Industry Group Overview

Corporate Counseling
As principal counsel to both established and emerging companies, our business lawyers provide day-to-day advice on all aspects of our clients’ business operations and strategies. We assist them with their daily contractual requirements, help secure financing and investments, prepare for capital offerings, orchestrate mergers and acquisitions and arrange joint ventures and other partnering agreements. We also advise these clients with respect to shareholder, director and officer duties and relationships.

As smaller companies grow, we are able to provide counsel on such additional issues as real estate acquisition and development and labor and employment, including employment policies, hiring agreements, employee benefit plans and strategies to attract and retain essential executives.

We work with our clients to maximize profits from their technology assets by assisting with technology licensing and corporate partnering. Companies poised for growth also look to us to coordinate and execute their patent strategies and to audit their intellectual property assets.

When necessary, we provide litigation services support for our business clients. We advise companies on strategies for avoiding litigation, and we counsel clients on the best ways to resolve cases effectively and expeditiously. Our litigators are experienced in all areas of business and commercial litigation, as well as arbitration and administrative proceedings. Because many lawsuits settle before hearing or trial, we pay particular attention to developing procedures and negotiations to best position our clients for possible settlements.

In sum, we advise these business owners on a broad range of business and legal issues as we strive to maintain the highest level of trust and counsel in our relationships with them.

Health Care
The health care industry today faces many new and complex challenges. Government- and industry-sponsored reform initiatives, declining reimbursement, mounting professional liability concerns, staffing shortages and regulatory restrictions on compensation and other financial arrangements are challenging hospitals, physicians and others to restructure the ways in which they deliver services. No one can deny that these are formidable challenges. However, we believe the other side of challenge is opportunity. The challenges health care providers face indeed are opportunities for growth and prosperity.

Taking challenges and turning them into opportunities requires a comprehensive knowledge of the law, as well as a clear understanding of health care as a business. We understand the operations, market trends and economics of the health care industry. We have gained our expertise by actively counseling and advising a wide array of health care clients, including hospitals and health systems, long-term care facilities, multi- and single specialty physician groups, managed care organizations and providers of outpatient and ancillary services.

Our health care practice group includes specialists who are able to counsel and advise clients in the areas of organizational design, regulatory compliance, corporate financing, labor and employment, real estate, taxation and employee benefits, mergers and acquisitions, life science patents and licensing, joint ventures and strategic alliances and litigation. Our broad spectrum of expertise allows us to deal with the complex problems that often arise in today’s health care businesses and turn them into opportunities.

As a result of our unique ability to create opportunities, our ultimate goal with every relationship is to earn “a seat at the table” whenever a health care client is discussing or making strategic plans.

Joint Ventures and Venture Capital
Growing businesses are continually seeking new ways to bring products and services to the global market quickly and efficiently. Many companies have been able to effectively leverage their assets and operations by partnering with other companies that have complementary products and services. Corporate partnering may be as simple as contracting to outsource a non-core activity, license a new technology or obtain a long-term product supply; or it may lead to a greater depth of collaboration through formation of a new business organization combining the strengths of both partners.

Brouse McDowell has extensive experience in working with our clients to launch joint ventures and strategic alliances. Effective joint venture strategy requires careful attention to the unique needs, goals and strengths of both parties, and an ability to look past a “cookie cutter” approach. We help our clients identify their objectives, analyze the most appropriate form and scope of joint business activity, define the milestones to measure progress and in the end, form a business structure that accomplishes their needs. We understand the value of simple, flexible relationships that can adapt to changing business conditions and respond to the needs of the business partners.

What is one thing that every start-up business and every business pursuing a rapid growth strategy needs? Money – to buy new equipment, develop new technologies and cover new expenses. Brouse McDowell helps clients identify venture capital sources and negotiate investment terms that meet their capital needs while maximizing their flexibility. We also assist clients making venture capital investments as a financial investment or as a strategic investment in an industry.

Mergers and Acquisitions
A business acquisition or sale is a complex undertaking. Whether the client is the buyer or the seller, it requires a full understanding of the client’s business and a comprehensive approach to the legal and business issues the transaction presents.

Buying or selling a business is traditionally accomplished by a sale of assets (land and buildings, equipment, inventory), a sale of the stock or other ownership interests or a merger of the purchased company with the buying company. Brouse McDowell’s business lawyers regularly advise and assist clients in the various aspects of mergers and acquisitions, including:

• performing due diligence – the process of seeking information about the business for the purpose of evaluating or verifying its legal and financial soundness;
• negotiating and drafting the purchase agreement, as well as technology licenses, service agreements and other contracts that are necessary to gain the full benefit of the purchased business;
• assisting with arranging financing for the purchase;
• addressing securities laws and other regulatory obligations relating to the transaction; and
• considering the appropriate business form and advising on the tax consequences of the transaction and tax planning for the future operation of the business.

We have extensive experience in mergers, acquisitions and divestitures, working with clients ranging from small family-owned businesses to large public corporations. Our lawyers work with bankers, accountants, environmental consultants and other professionals to coordinate a strong multi-disciplinary approach to purchase assessment and completion.

Real Estate
In the life of any business, and particularly as companies expand, leasing and owning real estate is an important consideration. Real estate transactions are as diverse as the organizations and people who transact them. Brouse McDowell represents owners, developers, investors, lenders, borrowers and businesses in commercial, residential and industrial real estate projects and transactions. We provide our clients with legal counsel, practical guidance and extensive experience in navigating through all the stages of a transaction involving real estate.

Our real estate practice has been involved in numerous landmark real estate developments across the region and country. We have assisted in the formation of business entities for the purpose of buying, selling, leasing and financing real estate projects. We have broad experience in diverse forms of real estate finance, representing both lenders and borrowers in acquisition and development loans, construction loans, permanent financing and economic incentives.

On the acquisition side, we assist in the purchase of all types of real estate, from raw land to fully improved and occupied projects. Included among our clients are major developers of commercial, residential, retail and industrial projects. In addition, we represent contractors and real estate professionals, as well as entities whose primary business is not real estate (retail tenants, governmental entities, etc.)

We work closely as a team with other practice groups and lawyers within the firm to develop and implement creative and practical approaches in assisting our clients with their real estate needs. With our litigation practice group, we have assisted clients in resolving construction and zoning disputes. With our commercial practice group, we regularly provide our expertise in dealing with real estate in the bankruptcy court or in work-out situations. With our environmental practice group, we work closely in handling all the environmental issues and challenges that arise in dealing with real estate. With our tax lawyers, we structure real estate transactions to take full advantage of the tax laws.

Securities
Brouse McDowell is recognized for its sophisticated securities law practice, representing public and private companies, placement agents and underwriters. Members of the firm’s securities practice assist clients with public and private offerings of securities, regulatory compliance and reporting and proxy solicitations before the Securities and Exchange Commission as well as state securities regulators.

Tax - Business & Corporate
There are two things about tax laws that we know with certainty: they are ever-complex and ever-changing. Complexity and change breeds specialization, or the need to build a tax plan that is customized to each particular business or personal situation. Our goal is to take advantage of all available tax strategies and to position our clients for optimal financial success with the least amount of federal, state and local tax consequences.

Virtually every transaction, business or personal, has tax implications. We work closely with attorneys in other practice areas of our firm to create and implement plans, structures and instruments that permit our clients to successfully complete their business transactions -- mergers and acquisitions, restructuring, refinancing -- while achieving the most favorable tax results. Our ultimate goal is to place the greatest amount of after-tax dollars in our clients’ hands after the smoke of the transaction has cleared away. We accomplish this goal by using innovative and creative tax strategies and structures. We are never satisfied with a “can’t be done” response to an issue.

We offer specialized expertise in addressing tax issues relating to the formation, structuring and operation of public charities, private foundations, joint ventures and other tax-exempt organizations. Our services include advice on organizational issues, tax abatement and exemption opportunities and structures for tax-deductible contributions.

Another important part of our practice is the representation of clients in tax controversies. We regularly advise and represent businesses and individuals in tax audits by the Internal Revenue Service and various state and local tax agencies. Our tax lawyers also work closely with lawyers from the firm’s litigation group to prepare cases for litigation in the Tax Court and other federal and state courts.