• Entity Formation & Governance

  • U.S. Business Transactions

  • International Business Transaction

  • Mergers & Acquisitions

  • Trade and Business Finance

  • Real Property

  • Internet Marketing Businesses

  • Intellectual Property

  • Privacy Rights

  • Entity Maintenance Program

The Corporate & Transactional Group delivers a wide range of transactional legal services supporting business owners as well as private clients. The Group includes attorneys with expertise in working with corporate transactional matters affecting both locally-owned small businesses as well as mid-size operating companies with operations throughout the US and around the world.

The Group has significant experience and technical expertise in working with entity formation and governance, intellectual property registration and protection, contract negotiations, and M&A advisory services. Representative clients extend across a diverse range of industries and geographic locations, and they include companies engaged in software development, SAS firms, digital marketing, web/internet marketing, e-based commerce for goods and services, investment services, real estate development and holding, consumer goods, food and beverage industry, hospitality, and general manufacturing and distribution services.

Within the Corporate & Transactional Group, we have significant experience and subject matter expertise in an array of practice areas including:

  • Entity formation and governance -- including tax and non-tax implications of entity and jurisdiction selection, all aspects of drafting, negotiating and implementing comprehensive buy-sell, and operating and partnership agreements

  • Corporate governance and advisory services for operating businesses

  • Governance and advisory services  for holding companies

  • Corporate reorganizations (intra-U.S. and cross-border)

  • Partnership and pass-through entity structuring and planning

  • Intellectual property registration, protection and enforcement including-- trademarks (US and global), copyright matters, trade dress and trade secrets

  • Privacy rights

  • General corporate transaction -- including drafting, negotiation and enforcement of contracts, service agreements and licensing agreements

  • International transactions

  • Employment matters -- including drafting, negotiation and enforcement of employment and independent contract agreements.

  • Real estate transactions and related tax advice.

  • Mergers and Acquisitions advisory for both buy and sell side transactions -- including all aspects of M&A transactions from pre-transaction work on due diligence coordination, tax planning, negotiation, drafting and enforcement of transaction agreements, remedial corporate transaction services, post-transaction enforcement, and post-closing actions

Representative Clients

Practice Areas

Corporate & Transactional Group

Corporate & Transactional Group clients span a wide swath of industries and demographics on a vast array of matters. 

  • Technology startup companies

  • Mid-sized operating businesses including family-owned businesses

    • Internet marketing companies

    • Software development firms

    • Woftware-as-a-service companies

    • E-commerce companies

    • Food and beverage manufacturing, distribution and
      e-commerce companies

    • Food and beverage hospitality companies

    • Aviation services companies

    • Real estate development and management companies

    • Real estate brokerage companies

    • Real estate lending organizations

  • Law firms

  • Accounting firms

  • Trust companies

  • Insurance companies

  • Private banks

  • Private equity firms

 

The Corporate & Transactional Group representative matters reflect the diversity of the Firm and the wide range of transactions on which advise is rendered.

  • Advised an ownership group of a privately held California- based software company in a $100+ million M&A transaction with a leading private equity group
     

  • Advised a large food services company on the restructuring of multiple business lines into a new holding company structure designed to ensure long term succession planning for the core ownership group while creating a platform to incentivize key personnel with profit participation rights.
     

  • Restructured a large portfolio of key-man life insurance policies into a new ownership structure and provided crucial advice on income and estate tax implications of the transaction.
     

  • Advised a Client on the acquisition of a high-rise condominium building and coordinated  takeout financing.
     

  • Advised the estate of a deceased client on a $40 million sale of a technology company with operations in multiple jurisdictions. The Firm also worked with the Board of Directors on employee and key-man retention, coordinated the sale with the company’s investment banking firm, and worked with foreign advisors to resolve outstanding foreign tax audits on both income and estate tax matters.
     

  • Advised the ownership group and company on the sale of an IT infrastructure business in a $50 million transaction including advice on tax planning for both the transaction and individual owners.
     

  • Advised a California-based SAS software company on a redomicile and move of operations to Texas.  In evaluating the appropriate corporate structure and manner in which to facilitate the redomicile and relocation of the company, the Firm undertook an extensive review of the company’s operations and analysis of both U.S. (state) and international income sources to assess the benefits of a relocation.
     

  • Advised an industry leading software company on a series of five (5) roll-up acquisitions.

Representative Matters
 

Teeple Hall, LLP

9255 Towne Centre Drive, Suite 500

San Diego, CA 92121 USA

+1 858.622.7878 main

+1 858.622.0411 fax

www.teeplehall.com

Disclosures

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