Corporate

We represent entrepreneurial, portfolio, and institutional clients, ranging from start-ups to
Fortune 500 companies, with a specific focus on the mid-market segment.

Our expertise lies in representing a range of corporate clients, including middle-market private corporations, public companies, private equity firms, venture capital firms, individual investors, and entrepreneurs on a global scale. Representation includes a full range of corporate legal services consisting of:

  • Mergers, Acquisitions, and Divestitures
  • Private Equity, including “club” deals
  • Venture Capital Financing
  • Capital Markets
  • Banking and Finance
  • Executive Compensation
  • Technology Transfer and Licensing Arrangements
  • Joint Ventures and Strategic Alliances

We develop creative solutions to business problems because of our 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.

We recognize that our responsibility extends beyond understanding the immediate transaction before us to how that transaction fits into the context of the client’s long-term goals. We develop top quality comprehensive and, when called for, creative agreements for each investor or company, regardless of whether they are strategic or financial in scope.

Mergers & Acquisitions

Many law firms can close a mergers & acquisitions deal, but only the most sophisticated can achieve and exceed their clients’ business objectives. Clients seek legal counsel who are collaborative partners and understand their businesses. Our expertise and seamless integration across multiple practice areas drives the tough calls behind deals.

Clients consistently come to us for this high-level guidance and collaborative approach. The firm’s M&A attorneys are immersed in their clients’ businesses, decreasing the probability of something “falling through the cracks.” Working with our clients on complex and often unprecedented challenges, our mergers & acquisitions attorneys deliver innovative solutions, integrating the scores of sophisticated issues that are encountered during M&A transactions.

Private Equity

Private equity investors are among the most sophisticated clients in the business world. Operating in a rapidly changing, highly competitive market, they need lawyers who can help them navigate a host of legal complexities and provide guidance to reach favorable solutions. Our market-leading intelligence drives all aspects of private equity deals and our attorneys are able to represent clients’ interests even under the most challenging circumstances.

Issues related to finance, tax, anti-trust, governance, regulatory issues, real estate, employment, intellectual property, and environmental matters are often confronted during a private equity transaction. Our specialized knowledge of these practice areas allows our lawyers to deliver informed and sound advice. We provide highly specialized services across the full range of private equity fundraising and deal execution.

Private Funds

We represent sponsors in the formation of private funds, including leveraged buyout funds, hedge funds, secondary funds, funds of funds, distressed funds, and real estate opportunity funds. We also use our broad-based knowledge relating to current trends, developments, and deal terms when representing funds of funds and other secondary funds investors in connection with analyzing and negotiating investments in underlying funds.

Venture Capital

Since the formation of our firm over thirty years ago, we have been representing innumerable start-up and development-stage companies. Our spectrum of representation ranges from assisting clients in their start-up’s development to representing venture capital funds in their portfolio investments.

We understand the many financial and technological challenges that start-up businesses face, whether representing venture capital investors or high growth entrepreneurs. Our experience with start-ups is the key to providing efficient, productive, and cost-effective advice.

Requests for counsel regarding the formation and initial financing of a start-up business are not taken lightly. We strive to gain a deeper understanding of the underlying business. We provide entrepreneurs with our counsel during all phases of a start-up’s development. Our guidance in raising capital includes recommendations on the most appropriate strategy, taking into account factors relating to the regulatory capital-raising environment. Advice regarding how to structure incentive equity plans also comes within our range of experience. Understanding these challenges aids us in applying a practical business strategy when representing risk-oriented investors to assist them in structuring their investments.

Capital Markets

Year after year, we collaborate with our Securities and Corporate Governance practice group to close on the full line of equity securities transactions, including private placements, initial public offerings, and secondary offerings. Our attorneys pride themselves on driving the latest developments in the field as well as knowing the business of our clients in depth. As a result, we are able to provide high-quality and cost-effective service while remaining attentive to the critical nuances of a deal.

We have extensive experience representing corporate issuers, private equity firms, and investment banks in all aspects of equity capital markets financings. We are accomplished in all types of initial and follow-on offerings and in private placements of equity, including PIPE transactions.

Banking and Finance

Clients appreciate our solid understanding of their businesses and consistently rely on us to play a key role during significant financial transactions. Clients appreciate our Banking and Finance practice because of our combination of market expertise and experience. Our broad range of capabilities includes acquisition finance, cash flow, and asset-based lending. The practice also routinely collaborates with lawyers involved in capital markets transactions, such as syndicated loans, mezzanine and high-yield representations, and bridge financings.

Executive Compensation Arrangements

We design and review executive compensation agreements, including those involving stock options, stock appreciation rights, and other equity-based arrangements.

Technology Transfer and Licensing Arrangements

We collaborate with our Intellectual Property/Technology practice group to handle all forms of stand-alone transactions involving technology and intellectual property assets, such as license and technology transfer agreements, development agreements, R&D agreements, strategic alliances and other forms of collaborations, co-promotion and marketing agreements, internet/e-commerce arrangements, IP acquisitions and dispositions, outsourcing, and the management of IP portfolios, among others. We also collaborate with our colleagues in other practice groups to provide value-added legal teams in corporate mergers, dispositions, financings, and restructurings involving technology and intellectual property assets.

We represent clients in all stages of development from start-ups to large public companies. These entities operate across diverse sectors, including computer software/hardware, bio-pharmaceuticals, fashion, toys, games, and other consumer products, energy, financial services, semiconductors, and medical devices, among others. We handle cutting-edge areas such as mobile, interactive, and cloud-based applications and platforms. We also advise on digital rights management issues that are important to both leadership and investors in emerging growth and traditional enterprises alike. Our intellectual property expertise also extends to the negotiation and acquisition of film, television, music, and publishing rights in the entertainment industry. Our lawyers are not just expert in the legal issues, but make time to understand the industries in which our clients operate and provide additional value by understanding the business “drivers” of the deal.

Joint Ventures and Strategic Alliances

We have experience in negotiating complex joint ventures and strategic alliances in various industries. We develop deal structures, governance, and exit mechanisms designed to work in practice, not just in theory. We represent a number of corporations in the pharmaceutical industry that partner with companies to develop and sell their drugs through joint ventures both here in the U.S. and in other countries. A large number of our clients operating in the software, consumer product, natural resources, and design industries use development and technology-sharing agreements that exploit their products and capabilities. Our clients in the restaurant and hospitality industries frequently enter into strategic alliances.

Our one-firm approach assures that all relevant legal disciplines are considered as and when needed, including tax, employee benefits, antitrust, intellectual property, and real estate.

We have:

  • Represented large diverse companies both in the acquisition of new complementary operations and in the divestiture of enterprises no longer considered part of the future core business line.
  • Represented private equity funds throughout the acquisition and building of portfolio groups, as well as during the eventual sale of mature investments, to either strategic buyers or to other financial investors.
  • Collaborated with our Creditors’ Rights department to structure creative winning bids for troubled companies’ assets under the auspices of the Federal Bankruptcy Court, which enabled our clients to use the auction process to their advantage.
  • Structured and then closely guided foreign counsel through acquisitions, dispositions, and joint venture transactions with a multinational character.
  • Assisted entrepreneurs in developing solid flexible foundations to facilitate profitable growth, with special attention to intellectual property safeguards, business systems, corporate and tax structures, executive incentive arrangements, financing alternatives, and liability protection.