Practice Areas & Industries: Luce, Forward, Hamilton & Scripps LLP

Practice/Industry Group Overview

Luce Forward attorneys work closely with a broad spectrum of business clients to help them achieve their financial objectives. We work with entrepreneurs, business owners, executives, and managers in preparing and executing their strategic plans. This includes planning for the start-up and financing of new ventures; helping existing companies obtain equity and debt financing, both privately and in the public securities markets; and negotiating the acquisition and sale of businesses. Luce Forward provides across-the-board legal counsel, to every type of business, from start-up ventures to closely held firms to publicly traded and multinational corporations headquartered in California, across the United States, Mexico, Asia, and Europe.

Formation & Structure.

Luce Forward attorneys regularly assist founders in the launch of businesses in a wide range of industries. We bring to bear in-depth business experience; extensive expertise advising on state, federal, and foreign tax laws and regulations; and in-depth knowledge about clients' businesses, goals, and the space in which they operate. Our services to new ventures include:

·                     entity selection

·                     identifying sources of financing

·                     intellectual property/technology strategy

·                     tax strategy and planning

·                     documenting essential early relationships including employment and equity incentive programs

Corporate Governance.

Luce Forward corporate and securities attorneys advise corporate boards and management with compliance of state and federal laws that regulate public and private companies, including the Sarbanes-Oxley and Dodd-Frank Acts. We assist clients in developing and implementing corporate governance procedures and policies, including best practices to meet their responsibilities under applicable laws.

Securities & Corporate Finance.

Our team of attorneys regularly provides securities advice to both private and public companies and their principals in connection with their ongoing obligations under federal and state securities laws. Our securities services include advising clients with regards to:

·                     private placement and public offering documentation for equity and debt financings

·                     negotiation of underwriting and placement agent agreements

·                     assistance in valuations

·                     public disclosure issues

·                     corporate governance and fiduciary duty issues

·                     compliance by public companies with various securities exchanges

·                     compliance with the SEC and state "Blue Sky" authorities

·                     compliance with Rule 144 under the Securities Act of 1933 and similar matters

·                     approval and clearance of offerings with FINRA

& Acquisitions.

Our mergers & acquisitions practice services a broad range of businesses, from start-up venture capital-backed corporations and closely held companies to publicly traded and multinational corporations headquartered across the United States and abroad. We assist clients in structuring and documenting mergers & acquisitions and purchases and sales of businesses of all sizes and complexities.

In each case, Luce Forward attorneys advise clients on every stage of such transactions, including:

·                     assistance in valuations and deal structure

·                     negotiating and drafting all documents

·                     advising on due diligence, indemnification, and contribution arrangements

·                     advising boards of directors, committees, and officers on corporate governance and fiduciary duty issues

Planning & Transactional Assistance.

We assist clients in a wide range of other business matters that help them improve and maintain the operations and values of their businesses, including:

·                     planning for succession of control and ownership of closely held businesses

·                     working with clients and their estate planners to structure appropriate ownership and control of family businesses

·                     helping business owners formalize their relationships and protect the ownership of their businesses

·                     assisting financial institutions, public utilities, and other regulated entities in regulatory compliance matters

·                     providing guidance in long-term planning for companies and their owners

·                     teaming with clients and their financial advisors to put together executive compensation arrangements that help accomplish specific strategic objectives

·                     advising on appropriate employee policies and agreements to protect companies from potential securities and regulatory liabilities and to protect intellectual property and trade secrets

·                     negotiating of distribution, supply, employment, license, consulting, non-disclosure, technology development, teaming, and other contracts important to the businesses of clients

·                     forming ESOPs for employee ownership of businesses and to meet financial objectives of the owners of those businesses

Intellectual Property.

We represent a broad range of clients in connection with intellectual property acquisition, protection, license, and transfer issues, including:

·                     intellectual property/technology portfolio management

·                     acquisition, exploitation, divestiture, and protection of patents, trademarks, trade dress, trade secrets, and copyrights

·                     licensing, distribution, and technology transfer

·                     confidentiality programs to protect proprietary information and trade secrets

·                     joint research and development arrangements

·                     international use and protection of intellectual property and technology

International Business. 

Luce Forward attorneys are involved in a wide range of innovative solutions to international trade and investment opportunities. We help U.S. and foreign companies establish worldwide operations, form marketing alliances, create profit-enhancing international tax structures, establish worldwide distribution systems, and structure international technology-licensing strategies. In a comprehensive international practice, we counsel clients on the laws of the United States and foreign jurisdictions in such diverse areas as:

·                     international mergers & acquisitions

·                     international joint ventures and entity formation

·                     international taxation

·                     cross-border finance and leasing

Luce Forward is a founding member of the Pacific Rim Advisory Council, a by-invitation-only information and expertise-sharing network of 31 major independent law firms worldwide with over 11,000 practicing attorneys in 41 countries. The PRAC network allows Luce Forward to provide truly comprehensive legal services no matter where in the world clients’ problems take them or their opportunities lead them.

Partnership & Limited Liability Syndications.

We structure hundreds of partnerships and limited liability companies in a wide variety of industries and in connection with syndications, venture funds, energy credit, and affordable housing tax credit financings. Our practice involves drafting complex operating agreements for both profit and nonprofit clients. We also structure Delaware Statutory Trusts (DSTs) to hold real estate assets.

Taxation.

We structure and implement mergers, acquisitions, leveraged buyouts and other transactions to minimize or defer income taxes, and create executive compensation packages for start-ups as well as publicly held companies. We represent clients in all aspects of tax controversies including income tax, sales and use tax, and property tax appeals.