Primarily serving mid-sized companies, we also act for large public companies, "start ups" and individual entrepreneurs engaged in a wide array of industries and services.

corporate law

Our corporate department advises companies on mergers and acquisitions, public and private securities offerings, federal and state securities laws, and general corporate and partnership matters. While the firm primarily serves mid-sized companies, we also act for large public companies, "start ups" and individual entrepreneurs engaged in a wide array of industries and services ranging from high tech manufacturing to publishing to restaurant operations to the financing of motion pictures. The firm also represents a variety of non-profit organizations. We take an active role in the business aspects of the matters in which we are involved and emphasize our skills as "counselors" as much as our knowledge as "experts". Whether we are evaluating the benefits and risks of a transaction, participating as a member of the negotiating team, acting as draftsperson, or attending a closing, we focus on adding value through sound, practical business judgment, and cost effective implementation.

Our attorneys are experienced in a wide range of corporate transactions, including: the structuring and implementation of public and private financings of equity and debt securities; venture capital investments; the purchase and sale of businesses, including participating in the decision to sell or buy, the "packaging" of companies for sale and the structuring of the sale transaction; the structuring and implementation of executive compensation plans for start up and established businesses; the negotiation and documentation of distributorship (domestic and international), sales representation, franchise, technology license, and supply agreements; the negotiation and documentation of loan transactions from simple demand loans from an individual to the most heavily secured loans from established financial institutions; and the negotiation, structuring, documentation and implementation of "workouts" and other reorganizations of troubled loans and troubled companies.

We advise public companies on compliance with the increasingly complex array of federal securities laws and meeting evolving standards of corporate governance. We have advised clients on proxy contests, “going private” transactions, the registration of foreign issuers, Sarbanes-Oxley compliance, tender offers, “PIPE” financings, and a wide variety of other transactions involving the federal securities laws.

The firm has an active food service and hospitality industries practice group representing owners of national and regional restaurant chains, independent restaurant operators, franchisors, franchisees and their investors. This practice group also engages in the specialized negotiation of real estate leases for restaurant industry transactions on behalf of landlords and tenants, as well as management agreements for food service facilities in educational, cultural, transportation (i.e., airports) and entertainment venues.

Licensing and acquisition of intellectual property make up a growing portion of the firm’s corporate practice. The firm’s traditional food service and restaurant clients license and franchise trademarks, trade names and complete restaurant operating systems. The firm’s pharmaceutical, medical equipment and other technology-based clients, including computer software and web-based ventures, engage in licensing, acquisition, disposition and joint venture transactions, involving patents, know-how, trade secrets, copyrights and other proprietary technology. Related transactions have included technology development programs involving innovative financing techniques, acquisitions and financings of technology-based companies and the in-licensing and out-licensing of development-stage as well as proven technologies.

As technology-based clients succeed and grow, the firm provides all of the general corporate representation required by any growing business: contract drafting and review of contracts, employment and human resources issues, governmental agency and regulatory compliance, as well as day-to-day corporate counseling.

Representative Matters

Representation of management of a public company in a $130 million leveraged buyout "going private" transaction.
Representation of a Japanese purchaser of a restaurant chain with sales in excess of $200 million.
Representation of a national weekly news magazine.
Representation of a United States based pharmaceutical company in making a cross border tender offer for a 20% equity stake in a Canadian pharmaceutical company.
Representation of a major food service organization in the $100 million acquisition of a well-known national bakery/café chain.
Representation of a restaurant chain in negotiation of a $25 million “synthetic lease” credit facility.
Representation of a pharmaceutical company in multiple joint venture and licensing transactions with smaller, European based drug development companies.
Representation of a start-up technology firm in the restructuring of all equity and debt interests for participation in an equity financing.
United States representation of a Canadian public company conducting issuer self-tender offer.
Negotiation of executive employment and incentive compensation arrangements in connection with acquisition of a United States company by a European conglomerate.