CORPORATE / FINANCE

Attorneys in our corporate department are first and foremost strategists who blend their knowledge of the law with an understanding of business issues. We develop creative solutions to business problems that are based on the attorneys’ in depth understanding of business structures and concepts. We do not let the "processing" of business transactions distract us from our focus on achieving our clients’ goals.

Helping corporate clients prosper.
Whether the client be a middle market private corporation, public company, a private equity firm or an entrepreneur -- based in the United States or abroad -- we offer the full range of corporate legal services from M&A and securities work to banking, financing, compensation arrangements, technology transfer and licensing arrangements, and commercial contracts of all kinds.

We know that our responsibility to a client begins with an understanding of their business, their goals, their competitive situation and any other factors that create the context in which legal decisions will be made.

We know that clients want us to be problem solvers, so we never under-estimate the importance of creativity. We strive to understand how the legal documents and information fit with our client’s goals, how our client will use the information, and what subtle points in the text may pose risks that the client needs to evaluate: separating the wheat from the chaff is critical.

• For companies with important intellectual property assets, we structure agreements that leverage their value.
• For public companies we provide the full range of securities work from SEC filings to reporting and compliance work, and address requirements resulting from the Sarbanes-Oxley Act.
• In any corporate transaction, we seek to create a tax structure that is both cost-efficient and tax-efficient for the company.
• We rationalize complex structures of senior and subordinated debt and founder or management incentive equity.
• We represent issuers seeking equity capital and debt financing through private placements or from the Rule 144A or public markets.
• When needed, we address potential antitrust implications of proposed acquisitions and joint ventures, including the requirements of the Hart-Scott-Rodino Act.

Doing deals.
We work with a broad range of financial services institutions, private equity companies and venture capital firms. We are as often on the "company side" as the "investor side." Our extensive experience in M&A, venture capital formation and funding, and investment fund and partnership formation helps us get right to the point of the deal. Our attorneys are tech-savvy, and able to boil down the often complex implications of the latest trends in venture capital and other financing structures.

We’re subtle. We understand how the legal documents need to be inter-related, and which provisions are most important to our clients. Our attorneys are less compartmentalized than other firms and equally skilled in the acquisition and financing stages of a deal. Deals are run, negotiated and documented by senior attorneys with many years of critically relevant experience - not overworked third year associates - who apply their experience to efficiently process the transaction and optimize our client’s result.

For each investor or company – be they strategic or financial – we develop top quality, comprehensive, and, when called for, creative agreements.

We have:

• Represented large, diverse companies in the acquisition of new complementary operations or the divestiture of enterprises no longer considered part of the future core business line.
• Represented private equity funds in the acquisition and building of portfolio groups, and the eventual sale of mature investments to strategic buyers or to larger financial investors.
• Combined with our creditors’ rights department to structure creative, winning bids for troubled companies’ assets under the auspices of the Federal Bankruptcy Court, and have enabled our clients to use the auction process to their advantage.
• Structured, and then quarterbacked foreign counsel through, acquisition, disposition and joint venture transactions with a multinational character.

Time and again, we have proven adept at acquiring smaller businesses where the seller may object to the perceived arrogance of "New York mega firms." In numerous other instances, we have enabled our clients to hold their own against the pressures imposed by transaction parties represented by much larger law firms, and at a fraction of the fees charged by such firms.

Giving new companies a solid start.
As entrepreneurial lawyers ourselves, we understand the business urge to go out on your own. In addition to providing necessary legal advice to set up a new business, we also offer counsel to develop a solid, flexible foundation to facilitate profitable growth, including attention to intellectual property safeguards, business systems, corporate and tax structures, executive incentive arrangements, financing alternatives and liability protection.

We work with executives of a new company to develop internal processes and procedures for employee acquisition and retention, sales, purchasing and licensing documentation, and arrangements for the distribution of products and services.

Not-for-profit enterprises and pro bono.
We are justifiably proud of our ability and willingness to provide essential business counseling to not-for-profit and charitable organizations, including, for example, the Million Mom March, Turnaround for Kids, the fund raising arm for a major hospital, private foundations and religious institutions.