BUSINESS & COMMERCIAL LAW
BUSINESS ORGANIZATIONS
CONTRACTS

Our Business and Corporate Group works closely with a broad spectrum of business clients to help them achieve their financial objectives. The Group works with business owners and managers in preparing and executing their strategic plans. This includes planning for the start-up and financing of new ventures, helping existing companies obtain equity and debt financing, both privately and in the public securities markets, and negotiating the acquisition and sale of businesses. We provide across the board legal counsel to virtually every type of business, from start-up ventures to closely held firms to publicly traded and multinational corporations. As a Group, we bring to bear in-depth business experience, extensive expertise advising on state and federal and tax laws and regulations, and in depth knowledge about our clients' business, goals and space in which they operate.

Our services to new ventures include:

• Entity selection
• Identifying sources of financing
• Intellectual property/technology strategy
• Tax strategy and planning
• Documenting essential early relationships including employment and incentive programs
• Corporate Finance

The Business and Corporate Group includes attorneys providing securities advice to companies and their principals in connection with their ongoing obligations under federal and state securities laws. Our securities services include advising our clients with regards to:

• Private placement documentation for equity and debt financings
• Assistance in valuations
• Corporate governance and fiduciary duty issues
• Compliance with the SEC and state "Blue Sky" authorities

Our Business and Corporate Group has major Mergers and Acquisitions capabilities servicing a broad range of businesses, from start-up venture capital backed corporations and closely held companies to publicly traded and multinational corporations headquartered across the United States and abroad. We have assisted clients in structuring and documenting mergers and acquisitions and purchases and sales of businesses of all sizes and complexities. Our Group advise our clients on every stage of such transactions, including:

• Assistance in valuations and deal structure
• Negotiating and drafting all documents
• Advising on due diligence, indemnification and contribution arrangements
• Advising boards of directors, committees and officers on corporate governance and fiduciary duty issues

The Business and Corporate Group assists clients in a wide range of other business matters that help them improve and maintain the operations and values of their businesses, including:

• Planning for succession of control and ownership of closely-held businesses
• Working with clients and their estate planners to structure appropriate ownership and control of family businesses
• Helping business owners formalize their relationships and protect the ownership of their businesses
• Providing guidance in long-term planning for companies and their owners
• Teaming with clients and their financial advisors to put together executive compensation arrangements that help accomplish specific strategic objectives
• Advising on appropriate employee policies and agreements to protect companies from potential securities and regulatory liabilities and to protect intellectual property and trade secrets
• Negotiating of distribution, supply, employment, license, consulting, non-disclosure, technology development, teaming and other contracts important to the businesses of our clients

Our Business and Corporate Group represent a broad range of technology clients in connection with intellectual property acquisition, protection, license and transfer issues, including:

• Acquisition, exploitation, divestiture, and protection of patents, trademarks, trade dress, trade secrets and copyrights
• Licensing, distribution, and technology transfer
• Confidentiality programs to protect proprietary information and trade secrets
• Joint research and development arrangements

Our Business and Corporate Group has structured hundreds of partnerships, limited liability companies and corporations in a wide variety of industries. We structure and implement mergers, acquisitions, leveraged buyouts and other transactions to minimize or defer income taxes and create executive compensation packages for start-ups as well as publicly held companies. We also represent clients in all aspects of tax controversies including income tax, sales and use tax, and property tax appeals.