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Our transactional practice is broad and varied. The following descriptions of our primary transactional practice
areas should provide you with a better understanding of the scope and types of transactions that we can handle for
your business.
In our Commercial Banking practice, we have substantial experience negotiating, structuring, documenting, and collateralizing commercial
loans of all types, sizes, and complexity. Through the years we have represented major national, regional and community banks,
financial institutions, insurance companies, investment funds and other institutional lenders, as well as corporate borrowers utilizing a variety
of credit facilities, such as term loans, working capital lines, letters of credit, mezzanine financing, receivables and other asset-based financing,
traditional commercial and industrial financing, equipment leasing, tax-exempt financing, and SBA loans and factoring. Through our Real Estate practice, we
also have extensive experience with acquisition loans and complex construction loans and project financings. Our attorneys are extremely sensitive to
the needs of both lenders and borrowers. As a result, we strive to achieve results that protect our client's interests, while
making every effort to preserve the important relationship between both parties.
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The aftermath of the financial collapse of several large corporations has resulted in significant reform in corporate governance
practices in the United States. Every aspect of a corporation's relationship with its officers, directors, significant shareholders
and auditors has come under scrutiny, by groups from the Securities and Exchange Commission and stock markets to institutional
shareholders and their advisors. Through out Corporate Governance practice we have advised clients regarding assorted corporate
governance issues to provide them with the guidance needed to ensure full compliance with the pertinent regulations as they apply
to public companies and as they may affect private companies, both directly and indirectly.
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Our Attorneys are experienced in the fields of trademark, trade secrets and copyrights, including protecting these intellectual properties through appropriate licensing arrangements. We provide guidance on the intellectual property issues and challenges faced by companies in today's world market at all stages of their development and growth.
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In our Joint Venture and Strategic Alliance practice, we represent our clients in the negotiation of agreements that enable them
to achieve greater leverage from their intellectual property and other resources. These agreements include complex joint ventures
and strategic alliances that allow corporate partners to benefit from each other's strengths. We have handled these types of
agreements in a variety of industries, which have resulted in, among other arrangements, increased manufacturing and distribution
of early-stage products, and the acquisition of physical resources for expansion. We work closely with our clients in structuring
and implementing transactions that build upon their particular strengths and fill the gaps where weaknesses may exist. For our
clients with limited resources, we negotiate with larger corporate partners who bring to the partnership financing, product
development, manufacturing and regulatory expertise, and market strength. For our clients who have these resources and are looking
for the opportunity to leverage the intellectual property owned by smaller companies, the depth of our involvement in emerging
growth industries enables us to sometimes make introductions to potential partners.
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Our Mergers and Acquisitions (M&A) practice is comprised of knowledgeable and highly trained corporate attorneys with significant
experience in a broad range of corporate transactions. The attorneys in our M&A practice have represented buyers and sellers in
transactions with public and private companies. These transactions have ranged from modest asset and stock acquisitions and
divestitures, to cross-border mergers, strategic alliances, joint ventures and reorganizations. We regularly advise clients with
respect to the assorted issues that may arise in preparing for or undertaking a deal, however complex, including structuring and
tax planning, securities compliance, negotiating and drafting, and post-closing integration and operational matters. We work with
our clients to try to determine the optimal desired result, and then strive to achieve it, while maximizing value and minimizing
risk. When appropriate, we collaborate with our colleagues to provide advice on related business succession planning and individual
financial, tax, retirement and estate planning.
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In our experience with Private Companies, we recognize that notwithstanding the relatively recent significant growth in the number
of public companies, privately held businesses remain a substantial contributor to our nation's economy. Our representation of
privately held businesses and their executive officers, directors and stockholders has been a long-standing core practice area of
our firm. Our private clients range from small, local, family-owned enterprises to mature companies with diverse ownership. Regardless
of their size, our private clients benefit from our entrepreneurial, practical advice and efficient response to the challenges they
face. We provide comprehensive strategies at all stages of the business life cycle, from formation through initial and later stages
of funding, formation of boards of directors, advisory boards and related committees, periods of growth and contraction, succession
planning, structuring of compensation, strategic acquisitions, sales of the entire company or divisions, and in certain cases,
planning for and gaining access to the public markets. Our representation of privately held businesses draws from the strength of
our various disciplines, including business, real estate, estate and retirement planning, taxation and litigation. Utilizing a
seamlessly integrated approach within the firm, we are able to effectively assist our privately held clients with their day-to-day
legal matters. We are nevertheless dedicated to the successful resolution of the complex, long-term issues that every private company
faces.
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The firm maintains a diverse Real Estate practice that represents clients in all aspects of real estate law, including development,
land use and permitting, environmental permitting, leasing, project finance, acquisitions and dispositions. We have represented
clients in nearly every type of large and small-scale commercial project, including shopping centers and malls, office buildings,
and mixed-use urban centers, as well as residential developments and industrial facilities.
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In real estate development transactions, our attorneys draft and negotiate purchase and sale agreements and other contracts, prepare
zoning analyses and opinions, coordinate environmental studies, review and analyze local and state permits and permitting requirements,
and negotiate with state and federal agencies and community groups. They also review titles and analyze leases, as well as provide
assistance in structuring private and public acquisition financing, negotiation of financing terms, and analysis of the tax implications
of proposed transactions.
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Our real estate attorneys also handle project financings, representing various borrowers and lenders, including domestic and foreign
corporations, limited liability companies, limited partnerships, nonprofit institutions, local banks, large national banks and other institutional lenders,
and public agencies. Our Real Estate Finance group has extensive experience with synthetic leasing, sale-leaseback transactions,
securitized loans and multi-tier financings, including state and federal economic development assistance programs and tax-exempt financing programs.
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A large portion of our Real Estate practice focuses on leasing, especially in the retail industry. Clients include landlords, investors,
lenders and tenants in leases for all types of projects, including regional malls, community shopping centers, stand-alone department
stores, factory outlets, office buildings, restaurants and retail boutiques.
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In our Securities practice, we handle both securities offerings and ongoing compliance with federal and state securities laws. We have
represented companies and investors in successful private equity financings, which have included seed financing, angel financing, venture
capital investments, and institutional private placements. Our attorneys also have guided companies through the public offering process,
ranging from initial public offerings (IPOs) by emerging companies to follow-on public offerings by seasoned public issuers. We have
experience representing both underwriters and issuers, and rely upon our familiarity with the Securities and Exchange Commission, our
capital markets experience, and practical business sense to effectively represent our clients. In our experience with public companies,
we have advised officers and directors in meeting their obligations under the increasingly complex regulations imposed by the securities
laws, including initiatives under the Sarbanes-Oxley Act of 2002, not to mention the regulations of the Securities and Exchange
Commission, the Nasdaq Stock Market and various stock exchanges. These regulations relate to, among other areas, corporate governance
matters, public disclosure obligations, periodic reporting requirements, insider stock transactions and executive compensation issues.
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Through our Start-up Businesses practice, we advise entrepreneurs on the formation and growth of new businesses. Our understanding of
start-up businesses and the unique industry environments in which they operate allows us to offer an array of value-added services to
emerging growth companies. Our attorneys bring industry expertise, knowledge and entrepreneurial know-how to the traditional areas of
corporate and finance counsel, based on many years of cutting-edge experience with successful companies. The result is a comprehensive,
integrated approach that can help growing businesses move quickly up the learning curve. From time to time we can introduce our start-up
clients to financing sources, both individual "angel" investors and VC firms, and have represented these clients in assorted VC
financings and private placements. Our attorneys also provide advice on strategic, financial planning, marketing and management issues
in the development of business plans that will attract potential investors. We also can work objectively with companies that already
have business plans in place, to explore transaction options that are consistent with their existing plans. We can provide introductions
to potential strategic partners, individuals who may become outside directors, accountants who specialize in and therefore understand
the needs of small and growing businesses, and other professionals such as insurance brokers and investment advisors.
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Our attorneys have significant experience in Venture Capital and other types of private equity transactions. We have advised companies,
investors and entrepreneurs with a broad range of advice and representation in various start-up and VC financing transactions. For
entrepreneurs and emerging companies, we provide advice concerning the financing process itself, financing alternatives, structuring of
the entity, initial capitalization by founders, employee ownership arrangements, and negotiating terms of "seed," "angel," and VC
financings. From time to time, we are in a position to introduce clients to sources of capital. We have served as investor counsel to
VC investors in the negotiation and documentation of VC investments. These often involve convertible preferred stock financings and
other equity investments for both start-up and subsequent financing transactions. In most cases we participate in all stages of the
financing, beginning with negotiating the initial term sheet through drafting the investment documentation, which often requires
harmonizing the terms of the proposed financing with the rights and privileges granted in earlier rounds of financing. In every case
we keep in mind the prospects for a successful exit transaction, whether through the sale of the company or by going public.
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