BUSINESS LAW

Our client base is diverse – ranging from emerging companies to established privately held enterprises to large multinational companies – but our approach is consistent: defining pathways to help clients achieve their business goals.

Although our team handles a significant number of merger, acquisition and sale transactions each year, we place equal emphasis on providing day-to-day guidance to business owners and executives.

After decades of experience as outside general counsel, we have strong instincts for when a simple answer or approach will address the issue at hand, and when the circumstances require greater support. We believe these instincts are fundamental to our practice of providing high quality guidance in a cost-effective manner.

With substantial background advising and serving on the boards of local, regional and national nonprofits, our team also provides entity formation, compliance and governance advice to a range of nonprofit organizations, including charitable foundations.

Corporate Law

Clients include entrepreneurs, established privately held businesses, and large multinational companies. Privately held businesses – both new and established – often rely on us as outside general counsel.

In this capacity, we identify and triage a range of legal and business issues, including governance, succession planning and exit strategies, real estate, estate planning, tax and employment law matters.

We also provide counsel and representation in financing decisions, large and small, and offer guidance on techniques to avoid litigation.

We believe that the quality of our work is best evidenced by the many clients who have continued to turn to us – year in, year out – as their businesses have encountered new challenges and opportunities.

Areas of Service – Corporate Law

Our attorneys advise clients on a wide range of matters related to construction projects and disputes, including the following:

• Entity formation
• Governance, regulatory and compliance matters
• Outside general counsel
• Succession planning
• Employment
• Litigation avoidance
• Intellectual property
• Real Estate
• Financing arrangements
• Contract negotiation
• Data security/Cyber security

Mergers & Acquisitions

A major component of our firm’s work is advising privately held companies and their owners in mergers, acquisitions, dispositions, and financings.

Regardless of the size of the deal, our team is dedicated to providing sound, experienced counsel to structure and close strategic transactions. We have represented clients in virtually all sectors and have particular background with healthcare, technology, business services, manufacturing, and real estate transactions, as well as with legacy owners selling their businesses.

Our attorneys are skilled at negotiating with a variety of entities, including large national and international law firms, businesses, and private equity-backed investors and purchasers.

In addition to working with privately held businesses, entrepreneurs, land owners, franchisees and lenders, we represent private equity firms in acquisitions of and exits from operating companies located in the region and beyond.

We believe that the value we provide stems not only from our comprehensive transactional experience but also from our practice of providing guidance based on a clear understanding of each client’s goals.

Our team understands that – for some clients – these transactions are once-in-a-lifetime events with life-altering personal consequences. For other clients, such transactions are relatively common and form one part of a broad toolset for evolving and expanding businesses.

Areas of Service – Mergers & Acquisitions

• Asset and equity transaction structures
• Asset protection
• Convertible debt
• Debt financing
• Due diligence
• Employment and consulting agreements
• Employment law
• Exempt securities compliance
• Intellectual property
• Mezzanine financing
• Non-disclosure and confidentiality agreements, term sheets, letters of intent, memoranda of understanding
• Prior round take-outs
• Regulated industries, including healthcare
• Representations and warranties
• Restrictive covenants, including non-competes
• Trailing liabilities
• Venture capital

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