The Firm assists business clients in organizing their businesses. We advise clients regarding the type of business structure most conducive to their business and will assist them in creating the business. Our business organizations practice includes not only the creation of new businesses, but also assistance and advice regarding the organizational structure of our on-going business clients, including the drafting and creation of minutes, contracts and policies. Our practice also includes assisting and advising our business clients with respect to the maintenance and enforcement of their business structures and procedures.
The Firm assists clients in mergers and acquisitions, including without limitation the negotiation of terms therefore, due diligence with respect to prospective merger partners or acquisition targets, the drafting of documents related thereto, the closing of merger and acquisition transactions and compliance with applicable regulations.
The Firm advises and serves clients, issuers as well as investors, engaging in equity investment transactions, such as securities transactions and private placements. For issuers, the Firm advises regarding compliance with applicable securities laws, including federal laws and regulations and blue sky regulations. The Firm also advises regarding disclosures and related corporate or other organizational procedures. For investors, the Firm advises and assists in due diligence efforts and in the negotiation and documentation of investment terms. The Firm assists in making sure securities transactions are properly closed.
The Firm assists clients in negotiating, drafting and closing all manner of contracts, including without limitation employment or other agency agreements, lease agreements, purchase and sale agreements, license and other intellectual property agreements, construction agreements, partnership agreements, nondisclosure agreements, noncompetition agreements and many other types of contracts.
The Firm advises and assists banks and other financial institution clients in several ways, including compliance with applicable regulatory requirements. In addition, the Firm assists banks in enforcing their security interests in collateral securing loans, in the closing of loan and other transactions, in employment law matters, in the negotiation of contracts and in matters regarding the organizational structure of the financial institution. In this regard, attorneys in the Firm are experienced at creating financial institutions, managing financial institutions and dealing with regulators of financial institutions.
In many ways, nonprofit organizations need legal counsel and guidance much more than do for profit organizations. The Firm advises and assists nonprofit organizations in the creation of their entities, the obtaining of confirmation of tax-exempt treatment by federal, state and local governments, compliance with applicable federal and state regulations, the obtaining of funding from various funding sources, the negotiation of terms for receipt of funding, matters pertaining to organizational structure and other ways, many of which are unique to nonprofit organizations.
The Firm advises and assists clients in protecting their intellectual property rights, including with respect to trademarks, copyrights, franchises and licenses. The Firm assists clients in the registration of intellectual property rights, the enforcement thereof, the negotiation of licenses with respect to intellectual property rights and the creation of franchises, among other things. The Firm assists in developing nondisclosure and other agreements to protect the intellectual rights of clients. For clients seeking to use intellectual property rights of others, the Firm assists in the negotiation of license agreements, franchise agreements and similar agreements.