Business and Corporate Law
Domestic/Cross Border Transactions and Business Relationships
Our corporate and commercial practice includes domestic transactions where both parties are American and cross-border transactions usually involving an American company and a foreign company. We have extensive experience counseling companies on topics including business planning, financing, shareholder agreements, expansion of business operations and staffing, protection of proprietary information and intellectual property rights, licensing, distribution agreements and the sale or acquisition of assets. While most business and commercial disagreements are better resolved through discussion and negotiation, we are also experienced in mediation, arbitration and commercial litigation.
Commercial Transactions
Our work in the commercial transaction area includes negotiating and drafting terms and conditions of sale for our clients’ products and services; distributorship, franchise and license agreements for wholesalers and retailers of our clients’ products, installment sales contracts for manufacturing equipment, consignment agreements for retail inventory, supply agreements, service agreements and commercial loan agreements, including guarantees, letters of credit, pledge agreements and, security agreements for title retention and chattel mortgage arrangements.
New Business Entities
Our services include assisting the client to determine which type of legal entity best suits its needs, selecting the optimal jurisdiction of incorporation or formation, drafting and filing with governmental authorities the necessary formation documents, preparing by-laws, operating agreements, shareholder agreements, joint venture agreements or partnership agreements, qualifying the entity in other jurisdictions where it will conduct business, obtaining a federal taxpayer identification number for the new entity, assisting the new entity in locating and leasing office, manufacturing and warehouse space and drafting employment agreements for its personnel.
United States Subsidiaries
We counsel our foreign clients’ subsidiaries on compliance with applicable state corporation laws and federal and state laws affecting their business, including trademark and copyright laws. We also advise them on structuring the commercial relationship between the foreign client and its newly formed subsidiary to comply with U.S. tax regulations concerning related party transactions; refer them to an expert immigration lawyers for employees transferred to the U.S.; assist them in setting up pension or profit sharing plans for their U.S. employees; and refer them to nationally recognized firms to provide their newly formed subsidiaries with banking, accounting, insurance, freight forwarding, customs brokerage and fulfilment services.
Mergers and Acquisitions
We represent our domestic and foreign clients in connection with acquisitions and dispositions of businesses or lines of business. For acquisitions, our services include negotiating and drafting standstill and non-disclosure agreements that are effective while the terms of the underlying transaction are negotiated, drafting legal and financial due diligence requests, conducting the legal due diligence investigation and rendering a report of the results to the client, counseling the client on the appropriate legal and tax structure for the acquisition, negotiating and drafting an acquisition agreement, such as a stock purchase, asset purchase or merger agreement and the other agreements and instruments that are necessary for the transaction.
Business Development, Due Diligence and Partner Selection
As business lawyers, we have been involved in a wide variety of domestic and international businesses, ranging from pure start-ups, to angel, venture capital and mezzanine financing, to IPOs and secondary offerings in a wide variety of industries including agriculture, pharmaceuticals, electronic data management and communications. Incidental to our legal work preparing and drafting business plans, offering memoranda and prospectuses, and related documents, we provide guidance regarding a wide variety of business development issues such as partner selection and market entry strategies.
Due diligence is a critical component of business development for any company seeking to establish or operate a business in a new jurisdiction , launching a new product or service line, or simply expanding existing business activities. We assist clients in completing due diligence in all of these circumstances to assist our clients in developing and implementing effective business and legal strategies.
Real Estate Transactions, Investment and Development
Our real estate practice covers the entire range of commercial transactions including development projects (land acquisition, construction financing, construction, leasing, permanent financing and disposition) as well as the acquisition, financing, leasing and disposition of existing office, buildings, hotels, shopping centers, multi-family apartment developments and industrial facilities. We also assist foreign buyers and investors with EB-5 projects.
Foreign Corrupt Practices Act and Anti-Bribery Compliance
Compliance by American companies with the FCPA and local anti-bribery and anti- corruption legislation is becoming increasingly important as both U.S. and foreign governments and prosecutors are becoming more aggressive in investigating and prosecuting such abuses. We assist companies in internal investigations of corporate conduct, in developing compliance policies, manuals and procedures, and in interfacing with investigative and prosecutorial offices.
Domestic/Cross Border Transactions and Business Relationships
Our corporate and commercial practice includes domestic transactions where both parties are American and cross-border transactions usually involving an American company and a foreign company. We have extensive experience counseling companies on topics including business planning, financing, shareholder agreements, expansion of business operations and staffing, protection of proprietary information and intellectual property rights, licensing, distribution agreements and the sale or acquisition of assets. While most business and commercial disagreements are better resolved through discussion and negotiation, we are also experienced in mediation, arbitration and commercial litigation.
Commercial Transactions
Our work in the commercial transaction area includes negotiating and drafting terms and conditions of sale for our clients’ products and services; distributorship, franchise and license agreements for wholesalers and retailers of our clients’ products, installment sales contracts for manufacturing equipment, consignment agreements for retail inventory, supply agreements, service agreements and commercial loan agreements, including guarantees, letters of credit, pledge agreements and, security agreements for title retention and chattel mortgage arrangements.
New Business Entities
Our services include assisting the client to determine which type of legal entity best suits its needs, selecting the optimal jurisdiction of incorporation or formation, drafting and filing with governmental authorities the necessary formation documents, preparing by-laws, operating agreements, shareholder agreements, joint venture agreements or partnership agreements, qualifying the entity in other jurisdictions where it will conduct business, obtaining a federal taxpayer identification number for the new entity, assisting the new entity in locating and leasing office, manufacturing and warehouse space and drafting employment agreements for its personnel.
United States Subsidiaries
We counsel our foreign clients’ subsidiaries on compliance with applicable state corporation laws and federal and state laws affecting their business, including trademark and copyright laws. We also advise them on structuring the commercial relationship between the foreign client and its newly formed subsidiary to comply with U.S. tax regulations concerning related party transactions; refer them to an expert immigration lawyers for employees transferred to the U.S.; assist them in setting up pension or profit sharing plans for their U.S. employees; and refer them to nationally recognized firms to provide their newly formed subsidiaries with banking, accounting, insurance, freight forwarding, customs brokerage and fulfilment services.
Mergers and Acquisitions
We represent our domestic and foreign clients in connection with acquisitions and dispositions of businesses or lines of business. For acquisitions, our services include negotiating and drafting standstill and non-disclosure agreements that are effective while the terms of the underlying transaction are negotiated, drafting legal and financial due diligence requests, conducting the legal due diligence investigation and rendering a report of the results to the client, counseling the client on the appropriate legal and tax structure for the acquisition, negotiating and drafting an acquisition agreement, such as a stock purchase, asset purchase or merger agreement and the other agreements and instruments that are necessary for the transaction.
Business Development, Due Diligence and Partner Selection
As business lawyers, we have been involved in a wide variety of domestic and international businesses, ranging from pure start-ups, to angel, venture capital and mezzanine financing, to IPOs and secondary offerings in a wide variety of industries including agriculture, pharmaceuticals, electronic data management and communications. Incidental to our legal work preparing and drafting business plans, offering memoranda and prospectuses, and related documents, we provide guidance regarding a wide variety of business development issues such as partner selection and market entry strategies.
Due diligence is a critical component of business development for any company seeking to establish or operate a business in a new jurisdiction , launching a new product or service line, or simply expanding existing business activities. We assist clients in completing due diligence in all of these circumstances to assist our clients in developing and implementing effective business and legal strategies.
Real Estate Transactions, Investment and Development
Our real estate practice covers the entire range of commercial transactions including development projects (land acquisition, construction financing, construction, leasing, permanent financing and disposition) as well as the acquisition, financing, leasing and disposition of existing office, buildings, hotels, shopping centers, multi-family apartment developments and industrial facilities. We also assist foreign buyers and investors with EB-5 projects.
Foreign Corrupt Practices Act and Anti-Bribery Compliance
Compliance by American companies with the FCPA and local anti-bribery and anti- corruption legislation is becoming increasingly important as both U.S. and foreign governments and prosecutors are becoming more aggressive in investigating and prosecuting such abuses. We assist companies in internal investigations of corporate conduct, in developing compliance policies, manuals and procedures, and in interfacing with investigative and prosecutorial offices.