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Corporate & Transactional

Practice Areas

  • Entity Formation & Governance

  • U.S. Business Transactions

  • International Business Transactions

  • Mergers & Acquisitions

  • Trade and Business Finance

  • Real Property

  • Intellectual Property

  • Privacy Rights

  • Entity Maintenance Program

  • Corporate Transparency Act (CTA)

Team
Representative Clients

  • Technology startup companies

  • Privately held and family-owned businesses

  • Law firms

  • Accounting firms

  • Trust companies

  • Insurance companies

  • Private banks

  • Private equity firms

The Corporate & Transactional Group delivers a wide range of transactional legal services supporting business owners and private clients. The Group includes attorneys with expertise in working with corporate transactional matters for privately-held and family-owned businesses with operations throughout the US and around the world.

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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.

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

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  • 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 negotiating and drafting operating and partnership agreements

  • Corporate governance and advisory services for operating businesses and holding companies

  • Corporate reorganizations (U.S. and International)

  • Partnership and pass-through entity structuring and planning

  • Intellectual property registration, protection and enforcement including – trademarks (U.S. and International), copyright matters, trade dress and trade secrets

  • Privacy rights

  • General corporate transactions (U.S. and International) – including drafting, negotiation and enforcement of contracts, service agreements and licensing agreements

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

  • Real estate transactions including advice on financing arrangements and tax planning

  • 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

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Corporate & Transactional

Representative Matters

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

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  • 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 advice on income and estate tax implications of the transaction.

 

  • Advised a Client on the acquisition of a high-rise condominium building including advice and negotiation of the assumption of existing debt.
     

  • Advised the estate of a deceased client on a $30+ 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.

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

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  • Advised a California-based SAS software company on a redomicile and move of operations out of California.  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. and international income sources to assess the benefits of a relocation.

Industry Expertise

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  • Internet marketing companies

  • Software development firms

  • Software-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

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