Private Companies

Our lawyers work closely with clients’ business development teams, in-house counsel and other senior managers in connection with planning and implementing major corporate and commercial transactions and business strategies, including growth through acquisition. Our lawyers serve as trusted strategic and legal advisers to owners, boards of directors and senior management teams. In addressing the wide array of legal and regulatory issues faced by private companies, we draw upon the experience of lawyers in many of our service areas, including tax, real estate, environmental compliance, employee benefits and antitrust. We regularly advise our clients in a variety of matters, including:

• Assisting in the structuring, drafting and negotiating of documents for complex asset, stock sales and merger transactions, including tax-free transactions.
• Representing parties to management buyouts, leveraged buyouts and other capital transactions.
• Counseling issuers and investors when negotiating registration rights in connection with acquisitions.
• Drafting and negotiating shareholder agreements, including provisions for buy-sell arrangements, drag along rights, tag along rights, shareholder voting restrictions and restrictions on equity transfers.
• Drafting and negotiating ancillary deal documents such as bank commitment letters and related financing documentation, stock warrants, stock option plans, employment agreements, golden parachutes, employee retention plans, non-competes and consulting agreements.
• Advising management and operating companies in reorganizations, restructurings and workouts.
• Counseling clients on regulatory approvals necessary to approve a transaction and preparing the necessary filings, including pre-merger filings under the Hart-Scott-Rodino Act.
• Facilitating international business expansion through use of distributors, agents, joint ventures and foreign direct investment.
• Structuring, drafting and negotiating franchise, distribution, agency, licensing and other commercial arrangements.
• Identifying, procuring, exploiting and protecting all forms of intellectual property, including patents, trademarks and trade secrets.
• Structuring joint ventures and preparing joint venture documentation..
• Assisting clients in obtaining financing for acquisitions, equipment purchases and working capital.
• Representing issuers in IPOs and other debt and equity offerings.
• Assisting clients in real estate investment and financing transactions.