Corporate Transactions & Compliance

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Overview

General Corporate Transactions

We have a breadth of expertise in complex corporate transactions. Our approach is to provide innovative and cost-effective legal solutions for corporate transactions for companies of every size and at every stage of their operation including public companies, entrepreneurs and start-ups, closely-held businesses, non-profit corporations, and government clients. Our experience includes a variety of corporate transactions such as negotiating, drafting, and reviewing private placements and subscription agreements, non-disclosure and confidentiality agreements, term sheets, professional service agreements, franchise agreements, employment agreements, consulting agreements, master service agreements, master supply agreements, license agreement, user agreements, and vendor and supplier agreements. We also assist with privacy policies and terms and conditions for websites. Our experience includes tech startups, manufacturing, pharma, IT, technology, utilities, renewable energy, professional services, creative and design, construction, logistics, hospitality and restaurants/bars, and consumer packaging companies.

Business Counseling

We serve as outside general counsel for our clients – from entrepreneur to exit. Our expertise allows us to provide business counseling to our clients in connection with their strategic plans and objectives, avoid disputes, comply with applicable law, and reduce legal exposure without incurring substantial expenses should a problem arise. Our lawyers are able to provide legal counsel for mergers and acquisitions as well as divestitures of entire companies or operating units while also addressing the best approach for sale, acquisition, or divestiture. We handle all aspects of the transaction from non-disclosure and confidentiality agreements, coordination with business brokers, due diligence for the transaction, drafting and negotiating the agreements through closing and post-closing matters. We provide counseling to our corporate clients to help them craft and implement their business succession plans. Finally, with our experience with certified diverse-owned businesses, we are uniquely positioned to assist these corporate clients achieve their growth strategy for size and scale as well as successful exits without affecting their certification.


Compliance Counseling

With an eye toward improving day-to-day operations and helping clients achieve long-term business goals, our expert compliance team proactively tackles complex legal questions with respect to employment, corporate governance, data security, healthcare, and investment management. We keep clients up to speed with existing laws and anticipated statutory and regulatory changes to consider in their business operations. In addition, we provide support with internal audits and investigations, and training to our clients on federal, state, and local compliance issues. Our team brings a depth and variety of experience, as our attorneys have served with federal, state, and local agencies and advised private sector clients in various industries, including higher education, energy, and financial services.


Real Estate Transactions 

We provide clear, practical advice to help clients obtain their business goals, whether they involve asimple lease renewal, negotiating a large lease agreement, a complex financing, or developing a large project. Our lawyers have extensive experience in representing developers and investors in the acquisition, development, financing, repositioning and disposition of every class of real estate asset including office, warehouse, apartment, hotel, retail, and restaurants and bars

Experience

  • Represented court-appointed receiver for convenience store retailer with 150+ corporate and franchise locations including handling insolvency and receiver report, assets, inventory, trust accounts, liquor licenses, gasoline, money order, and lottery.
  • Counseled the seller in a private placement auction of an $80 million note, where underlying assets included 22 triple net leases in three different states.
  • Served as the neutral fact-finder in internal investigations, audited and prepared new policies, and advised institutions of higher education of legal obligations under FERPA, ADA, Title IX, and the Clery Act.
  • Drafted non-disclosure and confidentiality agreements, master service agreements including schedules for multiples service offerings, PaaS, and user agreements for a utility company.
  • Represented client in the successful acquisition of an eCommerce online auction company from insolvency proceeding, including due diligence, draft of the transaction documents, assignment of IP and contracts, transition services agreement, and managed the integration of assets, facilities, employees, and post-closing matters.
  • Counseled a national bank on debt restructuring strategy, including advice on exercising confession of judgment cross-default rights and cross-collateralization, and negotiating forbearance and loan extension agreements.
  • Advised higher education institutions of their legal obligations under FERPA, ADA, Title IX, and the Clery Act.
  • Counseled hospitality clients on Federal Trade Commission (FTC) guidelines and federal and state employment laws in connection with social media use, including drafting social media policies and advising on industry-specific risks in connection  with the use of social media for marketing and advertising.
  • Represented client in the successful acquisition of an eCommerce online auction company from insolvency proceeding, including due diligence, draft of the transaction documents, assignment of IP and contracts, transition services agreement, and managed the integration of assets, facilities, employees, and post-closing matters.
  • Counseled an educational technology company on compliance with the Children’s Online Privacy Protection Act (COPPA).
  • Negotiated favorable terms of asset purchase and sale agreement and managed the integration of assets acquired for a regional food and beverage distribution company.
  • Counseled educational institutions, e-commerce entities, and financial services institutions on compliance with website accessibility issues under the Americans with Disabilities Act (ADA).
  • Represented a client post-acquisition for the lease negation for the operating division with over 600 employees into a new subsidiary headquarters.
  • Drafted vendor/supplier agreements and prepared non-solicitation and non-circumvention agreements protecting customer and vendor relationships for a chemical company.
  • Negotiated the sale of a private manufacturing company to a publicly traded corporation including the asset purchase agreement and ancillary agreements including assignment of IP, assignment of lease agreement, employment and consulting agreements, and post-closing representation.
  • Counseled educational institutions, e-commerce entities, and a financial services institution on compliance with website accessibility issues under the Americans with Disabilities Act (ADA).
  • Represented a client post-acquisition for the lease negation for the operating division with over 600 employees into a new subsidiary headquarters.