Corporate

Radial engineThe corporate practice reflects both the extensive experience of the firm's attorneys and the evolving business climate in which we practice. Because our clients range from the established and mature to the new and growing, we focus our counsel on the unique needs of each client. We are experienced in distinguishing among the varying client requirements at different stages of development. Our objective for all clients is to deliver sophisticated yet practical advice of the highest quality at a reasonable cost.

For established companies and institutions, we provide traditional corporate counseling based upon our lawyers' prior training and experience at some of the most prestigious law firms in New York City.  We are also committed to providing emerging companies with the legal services, business advice and industry relationships that are required to nurture their businesses and to attain positions of market leadership.

Our practice includes the following services:

Corporate Governance and General Corporate Advice

Often, we serve as the “general counsel” to clients, working together with management and participating in board-level discussions. Our clients range from entrepreneurs owning closely held companies to larger corporate entities that have determined to rely upon outside advice and expertise rather than, or sometimes in addition to, hiring a general counsel. Representation of such clien ts includes providing all aspects of corporate advice required or helpful in the operation of their respective businesses, including drafting the statutory documents, creating the corporate entities and affiliates, drafting and negotiating employment agreements and shareholder agreements and negotiating, structuring and documenting their more significant corporate transactions, performing the corporate secretarial function, instructing the board and managing compliance with governance requirements.

Mergers and Acquisitions

We have broad experience representing publicly and privately held companies in complex transactions, including mergers, acquisitions, joint ventures, strategic alliances, spin-offs, cross-border deals, asset sales, liquidations and leveraged buyouts.  Our attorneys have represented acquirers, private equity funds and targets and their management teams in these transactions.

We have represented clients in recapitalizations and tender and exchange offers, and we have advised clients on a range of offensive and defensive techniques.  The firm has broad experience in related party transactions, such as going private transactions, and our representation in that regard has included related parties, board members and special committees.

The firm advises companies in all aspects of domestic and cross-border strategic alliances and joint ventures: formation and financing, governance and operation, and sale, liquidation or other disposition of the entity.  Our attorneys advise clients who desire to form alliances and joint ventures, or related co-investments, loans or other forms of financings, about the benefits and risks, various business entity structures and other options, tax considerations, and other legal issues involved in forming and dissolving such ventures.

Start-up and Venture Transactions

A significant portion of our practice is the representation of emerging companies and the institutions and individuals that invest in them. We thus have extensive experience with all types and stages of venture capital transactions. Further, since we represent both emerging companies and institutions that invest in them, our relationships can often have significant value for our clients.

We listen closely to our clients, review their business plans and organizational documents, and help them analyze alternatives and evaluate strategies for capital transactions.  Our attorneys are experienced in drafting and negotiating engagement letters, non-disclosure agreements, indications of interest and letters of intent, registration statements and prospectuses, underwriting agreements, private placement memoranda and subscription documents. We also counsel our clients with respect to founder, stockholder and employment agreements, and equity-based compensation plans and agreements.  Our attorneys have extensive experience in drafting organizational documents for corporations, limi ted liability companies and limited partnerships.  The documents we draft for our clients often deal with the complexities of preferred stock and membership interests, and shareholder rights, such as voting arrangements, antidilution protection, rights of first refusal and "tag along" and "drag along" provisions.

Insurance Transactional

We are regularly involved in the formation, domestication, and redomestication of insurance and reinsurance companies operating in the property and casualty as well as the life, health and accident arenas, both for our own clients and as of counsel to other law firms. We have worked on the development of insurance products as traditional, filed policies and unregulated policies used by structured finance vehicles.

Security Offerings

We provide advice at every stage of an emerging company’s life cycle: formation, development, growth and exit.  At every stage, our clients benefit from our experience advising issuers and underwriters on the issuance of debt and equity securities, both domestically and offshore.  Our attorneys have extensive experience in all forms of financing, including venture capital financing, mergers and acquisitions, initial and follow-on public offerings, PIPE and PIPO transactions, and Rule 144A, convertible debenture and Regulation S placements.  We also have advised on the availability of exemptions from registration under the Securities Act of 1933 and the related rules and regulations. We are involved in preparing offering memoranda, registration statements, and prospectuses; conducting due diligence document reviews; and advising on the adequacy of disclosure and all aspects of compliance under federal and state statutes.

Corporate Finance

The firm has represented both lenders and borrowers in connection with commercial loan transactions, whether secured or unsecured. Such transactions include senior bank financings, mezzanine debt financings, seller notes and convertible debt.