We have a broad corporate and securities practice that includes the representation of corporations, general partnerships, joint ventures, limited partnerships and limited liability companies in a variety of industries on a local, national and international basis.  We assist our clients in the full range of their legal and business activities, including formation, management and operation of business entities; capital formation; and mergers, acquisitions and dispositions.

We routinely assist our clients issues such as:

§           Choice of Entity

§           Venture Capital and Capital Formation

§           Commercial Transactions

§           Mergers, Acquisitions and Dispositions

Choice of Entity

“Choice of entity” refers to the legal form a business will take.  Deciding what type of entity to use is one of the more important decisions an owner of a new business must make.  The ability of owners to sell their ownership interests in a business; the ease of later raising capital; the relationships between co-owners; and potential tax and legal liabilities are depend upon the choice-of-entity decision.

For most startup companies, the factors that should be considered in selecting an entity are:

§            Tax Issues

§            Capital Raising Considerations

§            Tort Liability Issues

§            Cost of Maintaining the Entity

§            Number of Owners

§            Regulatory Requirements

We assist our clients with the complex issues that can be a part of the choice-of-entity decision.

Venture Capital and Capital Formation

We represent new businesses, emerging growth companies and investors in a wide variety of venture capital and corporate finance transactions, including private placements of debt, convertible securities and common and preferred stock.

We assist our clients with the following:

§            Due Diligence

§            Deal Terms and Structuring

§            Coordination with Financial Advisors and Accountants

§            Documentation and Coordination of Closing

Commercial Transactions

We provide legal advice on structuring, negotiating and documenting a variety of commercial contracts, including distribution agreements, master service agreements, supply agreements, license agreements, lease agreements, employment contracts, non-disclosure agreements and joint venture arrangements.  In providing advice on these matters, our primary objective is to assist our clients take advantage of opportunities while avoiding future liabilities.

Mergers, Acquisitions and Dispositions

§            Our merger, acquisitions and dispositions services include:

§            Due Diligence

§            Transaction Structure

§            Documentation

§            Financing

We have experience representing both publicly traded and privately held companies in domestic and international business transactions, including negotiated acquisitions and dispositions of stock and assets.  We are regularly involved in the  resolution of the finance, antitrust, environmental and real estate issues.  Our experience allows us to structure and document transactions in a manner that achieves our client’s goals and objectives efficiently and cost effectively.