Business Law

We provide a broad range of sophisticated and complex business law services to our client companies whether they need transactional advice on an acquisition or sale, review of a contract or lease or advice on a personnel matter. We add value to the legal relationship by making it a point to understand our clients’ businesses and needs.

We work closely with emerging companies to help them become established while minimizing growing pains, and we assist established companies to continue to grow and succeed. We help clients form and acquire businesses, hire employees, raise money, protect their assets, sell their goods and services, enter into strategic relationships, and when the time is right, sell their companies. We represent companies across a wide spectrum of industries, and have extensive experience representing companies in the health care field.

Start-Up and General Business Advice

  • Legal and business planning for start-ups and growing businesses

  • Advice regarding choice of entity and domicile

  • Structuring, negotiation, preparation and review of purchase and sale agreements

  • Business formation (corporations, partnerships and limited liability companies)

  • Preparation, review and negotiation of buy-sell agreements, shareholder agreements, operating agreements, employment agreements, independent contractor agreements, consulting agreements, nondisclosure agreements, proprietary rights agreements and noncompetition agreements 

  • Preparation, review and negotiation of financing documents

  • Advice and preparation of bylaws and other documents relating to corporate governance

  • Advice regarding risk management and asset protection

  • Counsel regarding succession planning and exit planning

Mergers and Acquisitions

  • Preparation, review and negotiation of asset purchase and sale agreements

  • Preparation, review and negotiation of stock purchase and sale agreements

  • Structuring and negotiating the business and legal terms, and drafting the purchase and sale agreements

  • Preparation, review and negotiation of agreements regarding mergers and consolidations

  • Preparation, review and negotiation of agreements and advice regarding restructurings and recapitalizations

  • Preparation, review and negotiation of agreements and advice regarding reorganizations and dissolutions

Strategic Relationships

  • Preparation, review and negotiation of agreements and advice regarding joint ventures

  • Preparation, review and negotiation of agreements and advice regarding strategic alliances

  • Preparation, review and negotiation of agreements and advice regarding internal business transitions, transactions and owner buy-ins and buy-outs

Personnel Arrangements

  • Preparation, review and negotiation of employment agreements and advice regarding personnel matters

  • Preparation, review and negotiation of consulting agreements and independent contractor agreements

  • Preparation, review and negotiation of noncompetition agreements

  • Preparation, review and negotiation of assignment of inventions and intellectual property agreements

  • Preparation, review and negotiation of separation agreements and severance agreements

Debt Financings

  • Preparation, review and negotiation of bank loan documents and other financing documents

  • Advice regarding financing transactions from both the lender’s and the borrower’s perspective 

  • Advice regarding equipment financing and receivable financing

Real Estate Transactions

  • Review and negotiation of commercial real estate financing documents

  • Preparation, review and negotiation of commercial real estate purchases and sales agreements

  • Preparation, review and negotiation of commercial real estate leases

Technology

  • Preparation, review and negotiation of licensing agreements, professional services agreements, distribution agreements, manufacturing agreements, reseller agreements, sales representative agreements, marketing agreements, international agreements, internet and electronic media agreements and terms of use

Nonprofits and Tax-Exempt Organizations

  • Advice regarding nonprofit organizations governance

  • Formation of nonprofit organizations and public charities

  • Preparation of Internal Revenue Service tax exemption applications 

Intellectual Property Protection

  • Preparation, review and negotiation of confidentiality agreements and non-disclosure agreements

  • Preparation, review and negotiation of proprietary rights agreements

Other

  • Petroleum Marketing Practices Act

Representative Engagements

  • Represented a national engineering company in connection with a strategic acquisition. Our representation included negotiating the business terms of the acquisition, due diligence, drafting and negotiating the purchase documents and lease, and closing the transaction.

  • Represented a stationery company in the sale of the company to a third party. Our representation included negotiating the business terms of the acquisition, reviewing and negotiating the purchase documents, and closing the transaction.

  • Represented a start up in connection with its acquisition of the rights in the United States to sell a device whose technology is owned by a company overseas. We also advised the startup regarding channel partner and distribution agreements.

  • Represented a literary agency in acquiring the assets of another literary agency including negotiating and drafting a temporary management agreement with the literary agency pending the acquisition.

  • Advised an advertising agency regarding the adoption of a succession plan.

  • Represented an early childhood program in connection with its acquisition by a venture backed company.

  • Represented a project management company in connection with its succession planning and provide ongoing advice regarding contracts with the company’s clients.

  • Provide general corporate counsel to a consulting company to Fortune 500 companies and international companies including drafting and review of master services and consulting agreements and confidentiality agreements.

  • Provide ongoing general corporate counsel advice to a number of technology companies including software, optical and emergency preparedness, including review of license agreements, master service agreements, distribution agreements and professional service agreements.

  • Advise numerous creative business startups in industries such as footwear design and manufacture, books and games, fine art and digital and print media.

  • Reviewed and advised home goods company regarding licensing, manufacturing and distribution agreement.

  • Advised a financial services firm in connection with its succession planning including the purchase by an employee of an ownership interest in the firm.

  • Advised a manufacturing company in connection with bank refinancing in the amount of $11+ million.

  • Advise several independent bookstores regarding startup issues and negotiating leases.

  • Advised an executive employee of a personnel agency on the acquisition of an ownership interest in the agency including negotiating the purchase agreement and financing documents.

  • Organized and obtained tax exempt status for a public charity established by a domestic airline.

  • Assisted a consulting company to Fortune 500 and international companies in a restructuring and spinoff into an independent company.

  • Reviewed and negotiated the purchase and sale agreement on behalf of a website client company and closed on the sale of the client company to a website aggregator.

Get A Consultation

For a consultation, or to learn more about our law firm and services, please contact us.

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