Business

Our business lawyers serve as regular outside counsel to public and privately held businesses with diverse interests in local, national  and international markets. 

Clients of the firm operate in a variety of organizational structures, including corporations, partnerships, limited liability companies and joint ventures across a wide range of industries, including financial services, manufacturing, publishing, broadcasting, distribution and equity investments. We also have extensive experience representing charitable and nonprofit entities and foundations.

Our concentration and considerable depth and range of experience in business law enhances our ability to provide clients with practical and effective legal counsel and advice, regardless of the size or complexity of the issue. Our lawyers bring to our engagements a blend of senior expertise, innovative thinking and overall capability that enable us to serve each of our clients in a unique and highly effective manner. There are a myriad of challenges in today’s increasingly complex business and legal environment. We understand and appreciate these challenges and value highly the opportunity to assist our clients in achieving their business goals.

Securities Regulation

  • Issuer representation in public offerings of equity and debt securities
  • Private placements of securities to individual and institutional investors
  • Compliance matters for reporting companies and their directors and officers
  • Representation of investment advisors
  • Broker/dealer issues

Taxation

  • Corporate, partnership and individual income tax issues
  • Limited liability company tax issues
  • Taxation of mergers, acquisitions and other business transactions
  • Tax planning for businesses and individuals in light of on-going tax law changes
  • State and local property tax issues

Tax-Exempt Entities and Charitable Organizations

  • Counsel to charitable and nonprofit entities in organizational, governance, tax and operating matters
  • Consultation relating to planned giving programs and related tax issues
  • Services relating to applications for tax-exempt status

Venture Capital and Entrepreneurial Transactions and Business Development

  • Representation of issuers and investors in debt and equity investments
  • Options and warrants
  • Shareholder agreements and control arrangements
  • LLC operating agreements
  • Joint venture arrangements
  • Exit strategies

Business and Corporate Finance

  • Representation of financial institutions as lenders
  • Representation of borrowers in connection with credit facilities and related matters
  • Representation of private issuers and investors in structuring debt and equity investments

Commercial Transactions

  • Preparation and review of sales, distribution, service, and a wide variety of other contracts
  • Leasing arrangements for equipment and other business assets
  • Advice regarding transactions subject to the Uniform Commercial Code, including purchase orders, sale confirmations, and product warranty issues

Employment Law

  • Counsel to employers concerning employment practices, discrimination, wrongful discharge, and harassment
  • Representation of companies in EEOC investigations
  • Preparation and review of employee handbooks and employment policies
  • Employment contracts, consulting agreements, and non competition agreements
  • Compliance with employment and wage laws, including EEOC and Department of Labor regulations
  • Executive compensation

Executive Compensation and Employee Benefits

  • Stock option, stock bonus, and other incentive compensation plans
  • Tax-qualified retirement plans
  • ERISA compliance
  • Compliance with IRS, SEC, and Department of Labor regulations

General Corporate and Business Services

  • Organization of corporations, limited liability companies, limited partnerships, and joint ventures
  • Consultations regarding tax and other issues associated with choice of business entity
  • Ownership and operating agreements among shareholders of corporations, partners of general and limited partnerships, and members of limited liability companies
  • Ongoing operational matters for business entities
  • Employment contracts, consulting agreements, and non competition agreements
  • Counseling directors and officers regarding corporate governance and fiduciary matters

Intellectual Property Law

  • Trademark, copyright and domain name registration
  • Representation of licensors and licensees in intellectual property licensing transactions
  • Consultation on electronic commerce, website and internet legal matters

Litigation

  • Assistance in obtaining litigation counsel and monitoring the progress of litigation matters
  • Litigation support to other law firms in matters involving corporate and business law issues

Mergers and Acquisitions

  • Asset acquisitions, stock acquisitions, and mergers involving private and public companies
  • Securities laws issues
  • Counsel to special committees
  • Taxation of business acquisitions
  • Leveraged buy-outs and recapitalizations
  • Going-private transactions

New Markets Tax Credits

  • Representation of community development entities and other parties in leveraged and non leveraged transactions.
  • Assistance with applications for allocations

Renewable Energy Law

  • Representation of investors in renewable energy projects utilizing federal and state energy tax credits and negotiation and preparation of related operating agreements and transaction documents

Affordable Housing Law

  • Representation of developers in land acquisition, construction and permanent loan financing transactions and joint venture arrangements with tax credit syndicators

Financial Institutions

  • Counsel to banks and other financial institutions and financial service providers, such as title insurance companies, capital funds, trust companies and mortgage companies, in formation, licensing, regulatory and operating matters
  • Serve as securities counsel to financial institutions whose securities are publicly traded