Practice/Industry Group Overview
The lawyers in our corporate group have extensive experience representing clients in their business transactions, from contractual review and negotiation to counseling senior management. We provide advice to both larger and smaller businesses, whether organized as corporations, limited liability companies, partnerships or sole proprietorships.
A substantial portion of the firm’s corporate work has been with larger companies or divisions of businesses. However, we also represent smaller businesses from start-up to maturity. Our assistance is both efficient and economical, ranging from the preparation of organizational documents and stockholders’ agreements to coaching clients on their business plans and early stage financing.
Our lawyers also draw upon their expertise in corporate matters to advise lending clients on the issuance of equity instruments as part of their lending facilities and the effects of corporate transactions involving their borrowers.
The corporate practice includes the following areas, among others:
Our lawyers have been involved in substantially all aspects of public and private securities work for more than 40 years, representing issuers, buyers, sellers, investment bankers and underwriters. We assist clients in compliance with SEC, state securities and stock exchange requirements, as well as with the requirements of the various self-regulatory agencies. Representative work includes:
- Public offerings and private placements, from simple offerings of common stock to more complex offerings involving different classes of an issuer’s debt and equity securities
- Periodic reporting requirements under the Federal securities laws
- Analysis of filings under securities laws and related financial disclosures
Our securities work also includes broker-dealer and investment adviser registration, as well as the financing of broker-dealers.
Business Acquisitions, Dispositions and Commercial Contracting
Our lawyers represent large and small public and private companies in a variety of industries, including, among others, chemicals, computers, consulting, cosmetics, e-commerce, electronics, entertainment, engineering, financing, gaming, medical services, medical devices, merchandising, mineral extraction, pharmaceutical, retailing, securities, textile industries and specialized transportation. In each area, we use our understanding of our clients’ businesses to better serve their needs.
We regularly participate in mergers, asset and stock acquisitions, and sales in these and other industries. Our representation of clients in these transactions often leads to continuing work in the negotiation and review of key commercial contracts and other general corporate legal work.
We provide legal advice to the boards of directors of companies of all sizes, including audit committees and special committees, and advise individual directors and officers on their legal obligations under federal and state laws and regulations. Our involvement ranges from attendance at meetings to ensure that appropriate legal requirements are considered, to special situations such as conducting corporate-wide investigations and advising special committees of independent directors as to their fiduciary obligations in connection with the negotiation of the sale of a business to inside investors.
With the increasing globalization of businesses, we have been involved in a broad spectrum of international transactions. With the assistance of our network of foreign counsel, we represent both domestic clients abroad and foreign clients in the United States.
Career Counseling and Employment Negotiations
Our lawyers are skilled in the legal aspects of career counseling for senior executives and high net worth individuals, and have extensive experience advising individuals in connection with executive employment and compensation arrangements. We also represent companies in executive/employee hiring, structuring incentive packages, options and other forms of compensation, as well as executive/employee terminations.
We assist corporate clients in the negotiation and documentation of financing arrangements, whether in the form of a new financing or refinancing, or in other transactions such as leveraged buy-outs, recapitalizations or restructurings.
Our lawyers regularly advise lending clients on the structure and terms of warrants and convertible securities, along with other corporate rights that the lender may require in connection with its financing of a company. We provide analysis and advice regarding the effects of corporate transactions involving a borrower or guarantor on the institution’s position under the facility. In connection with workouts and bankruptcies, our corporate attorneys analyze both complex pre-bankruptcy transactions and transactions that are part of reorganization proceedings, as well as working on the sale or other realization on real and personal property and changes in corporate structure.
Intellectual Property and Technology Matters
Our lawyers handle a variety of intellectual property and technology-related matters. We have advised technology businesses, including dot.com companies, in their business affairs as both vendor and customer in different types of technology agreements, in joint ventures, and with respect to licensing, technology sharing, protection of proprietary rights and computer hardware, software, facility and turn-key, website development and technology transfer agreements, among others.