Practice/Industry Group Overview
Hill Farrer & Burrill LLP offers a full range of corporate, tax and real estate advice and counseling for individuals, corporations (both profit and non-profit), limited liability companies, pension and other types of trusts and other business entities, with an emphasis on representation of privately held businesses. Our business attorneys have expertise in a broad spectrum of interrelated specialties, permitting us to provide our clients with highly coordinated legal advice from the original establishment of a business enterprise through all aspects of its growth and operation. Our services include advice regarding:
- The selection and formation of business entities and the raising of capital from individuals, "angel" financiers, private equity groups, venture capitalists, banks and other institutional financing sources.
- Establishing and administering nonprofit entities.
- The drafting of all types of commercial contracts, including software, technology and other intellectual property licenses, manufacturing agreements, distribution agreements, confidentiality agreements, independent contractor agreements and employment agreements.
- The negotiation and documentation of acquisition and disposition transactions, including acquisitions and dispositions by merger, consolidation, stock sale, asset sale, recapitalization, spin-off and leveraged buyout.
- The negotiation and documentation of real estate transactions, including financings, acquisitions, dispositions, development, leasing, land use and environmental matters.
- For family held companies, succession planning so that the business can be passed from generation to generation (or to employees) in a corporate and tax efficient manner.
- Substantive and procedural corporate issues, including defining fiduciary duties of officers and directors and mediation of shareholder, member and partner disputes.
- Restructuring debt repayment, non-judicial business reorganization, and Chapter 11 reorganization
- Dissolution and liquidation of entities
- Represented a 50% shareholder in a food company in a shareholder dispute, ultimately resolved by a sale of the company for in excess of $60,000,000.
- Negotiated and documented the sale of all of the stock in a waterworks company to employees of the company.
- Represented a foundry company in the purchase and consolidation of five other foundries for an aggregate price of approximately $22,000,000, and represented the owners in a subsequent sale of the consolidated foundry group for approximately $100,000,000.
- Represented owners of a construction data aggregation company in a leveraged buyout with a transaction value of $42,000,000.
- Represented a major malt beverage company in connection with a series of transactions in which it (a) acquired the malt beverage business of another major malt beverage company, (b) both sold to and exchanged certain beer labels and brewery assets with a third major malt beverage company, and (c) obtained financing for the transaction through a credit facility. The aggregate transaction value exceeded $1,000,000,000.
- Represented a parts distributor in a sale of 48% of its business to a manufacturer of such parts for in excess of $200,000,000.
- Represented an Internet database provider in connection with its sale to a major technology consolidator for approximately $80,000,000.
- Represented an Internet video and audio streaming business service in its organization and capitalization, as well as the reverse merger of the company into a public company which ultimately sold for in excess of $200,000,000.
- Represented an Internet hosting service in its organization and capitalization, as well as the sale of the business in a merger transaction to a public company for $12,000,000.
- Engaged to provide advice regarding transfer of majority interest in closely held business to children of founder. Net value of client’s estate in excess of $15,000,000. Owners of business include Client, client’s first wife, client’s second (current) wife, four adult children, two of whom are actively involved in the conduct of the business, and a number of unrelated (non-family) owners. Result: Implementation of combination of estate tax planning strategies anticipated to result in: (a) stream of income to Client for life, (b) reduction of estate taxes payable upon Client’s death from in excess of $5,675,000 to under $350,000 if death occurs prior to July 2, 2013 or under $42,500 if death occurs after July 1, 2013, (c) deferral of up to $2,260,000 in estate taxes until death of current spouse which children will be able to pay with proceeds of life insurance on her death and (d) assurance that Client’s interests in business will pass to four children upon his death and the death of his current wife.