Practice Areas & Industries: Greenbaum, Rowe, Smith & Davis LLP

Practice/Industry Group Overview

While some of our clients are large businesses, other entrepreneurial clients who do not have in-house counsel see us as the in-house legal office "down the hall." For those clients we act as their outside general counsel. Our lawyers are not only skilled in business law, but have access to a team of cross-functional lawyers in areas such as employment, real estate, white collar defense, securities, tax, mergers and acquisitions, and, if needed, litigation. Our Corporate Department delivers this array of services with a focus on cost efficiency and responsiveness. While we serve many mid-market businesses, regional and multinational public companies rely on us to represent their interests in New Jersey for the same reason: we understand the bottom line. Our nearly century-long history in New Jersey has made us well placed to deal with the business community, the legal community and government at all levels.

Services Available

We Make Deals, We Don't Break Them

While we have handled some of the largest business transactions in the state, we realize that each transaction may be a link in a chain of progress toward specific goals in the overall business plan. The purchase of a corporate asset may be followed by a divestiture of part of that asset and announcement of a new strategic alliance. This in turn may lead to a new financing or public offering to prepare for yet another acquisition or the internal development of a new product line. In such activities, management can be confident that our Department is sensitive to the changing currents in markets where different financing windows open and close at a rapid pace. We are prepared to represent business clients through all phases of their development.

Prevention, not Reaction

For a business owner or corporate executive, a close continuing relationship with a law firm that is savvy about New Jersey business is an important resource. As outside general counsels, our lawyers understand that avoiding problems and spotting opportunities are critical to business growth.

We take an active role in apprising clients of issues and changes in the law. Our Business for Breakfast seminar series, our webinar lunch series, our Client Alerts and our newsletter, Exhibit A, help keep our clients up-to-date with crisp discussions of how developments in the law will affect business. When necessary, we will suggest on-site training or auditing of important operations that may be fraught with risk, such as employment law or alternate dispute resolution audits.

In addition, our clients often rely upon our experience and knowledge regarding the legal implications of various strategic alternatives such as joint ventures, strategic alliances or the purchase or sale of a business or significant assets. When a client requires counsel on financing alternatives, our lawyers in the Banking, Business Financing and Creditors' Rights Practice Group provide legal advice to advance a client's business plan. We have significant experience as counsel to companies in public offerings, private placements of all kinds, and venture capital.

We also have significant experience serving the health care community and its business needs. Our services encompass the purchase and sale of physician practices; hospital staff privileges; partnerships, shareholder and employer agreements; medical office buildings; nursing homes and assisted living facilities; tax and estate planning; ERISA/pension plans; hospital/physician joint ventures; and OSHA compliance.

Just Down the Hall

The backbone of the New Jersey economy is very much the mid-market, family-owned, closely-held entrepreneurial business. Even as we have grown as a firm, we have never lost interest in serving these companies. Such businesses have daily demands in dealing with vendors, customers, employees, banks and government agencies. They have a broad range of special concerns such as the transfer of ownership from one generation to the next, or establishing the timing for a son or daughter to assume authority, or buying shares from a relative. Our department is complemented by a full range of services that is available through the firm's Tax, Trusts & Estates Department.

Many family-owned companies that do not have in-house legal departments turn to our Corporate Department for daily counsel on these and a variety of concerns. We are literally the in-house legal office "down the hall."

The superb credentials of our lawyers have positioned many as expert witnesses and as leaders within local, state and national professional associations. Two partners are former chairs of the New Jersey Bar Association's Business Law Section; a number of our lawyers have published legal treatises on various topics in business law.

• Combination of two major East Coast accounting firms resulting in a Top 25 national firm with more than 600 employees.
• Sale of the real estate and business assets of a newly developed Monmouth County, New Jersey golf club to Trump National Golf Club, Colts Neck LLC in a transaction valued at approximately $42 million.
• Sale of a luxury car dealership out of bankruptcy handled in conjunction with the firm’s Bankruptcy and Reorganization Practice Group.
• License and consignment of substantially all physical and intellectual property assets of a well-established ink/printing machine manufacturer.
• Acquisition of a specialty Italian food importing and distribution business for approximately $5,000,000.
• Sale of a major food distribution business for approximately $45,000,000.
• Sale of a major auto parts distributorship in the northeast United States for approximately $45,000,000.
• Numerous purchases and sales for automobile dealerships in New Jersey, including the largest single point transaction for a brand in the United States.
• The acquisition of multiple Dunkin Donuts franchises.
• The acquisition by a bus company of additional business lines in a multi-million dollar transaction.
• Multiple private securities offerings for both public and private companies.
• The sale of a major manufacturing company, with approximately 18 facilities throughout the United States and Canada, in a pre-packaged bankruptcy for approximately $90,000,000.
• Sale of a dairy distribution business in New Jersey for approximately $10,000,000.
• The merger of two substantial accounting firms with offices in New York and New Jersey.
• The sale of a computer software company based in New Jersey for approximately $40,000,000.
• The acquisition of chains of assisted living facilities in two separate transactions for approximately $45,000,000 and $15,000,000.
• The acquisition of a sensor technology business located in New Jersey.
• The sale of a pharmaceutical distribution business based in New Jersey and doing business throughout the United States to an international public firm.
• The sale of a telecommunications consulting firm for approximately $12,000,000.