We regularly counsel on all types of commercial business transactions with the primary goal of achieving optimal results consistent with the business and personal objectives of our clients. Whether your transaction is a complex merger, acquisition, licensing arrangement, cross-border sale of a business, purchase or sale of stock or partnership interests or transfer of assets (tangible or intangible) to family-owned entities, we have the experience and expertise to devise, analyze, structure, negotiate, document and close the deal.

We routinely represent business owners, investors, partners and partnerships, shareholders and corporations (including S corporations), joint ventures, limited liability companies (LLCs), consolidated returns, estates and tax-exempt organizations. We counsel both domestic and international clients, including emerging, growing, and middle market companies largely from the Northeast Megalopolis of the United States, Europe, Japan, Korea, and elsewhere.

We regularly advise our clients on entity selection from a business perspective, with an eye towards limiting tax costs and achieving insulation from civil liability. We also have substantial experience with the various methods of obtaining debt or equity financing, including commercial loans, private equity debt, equity financing, convertible notes, simple agreement for future equity (SAFE), portfolio interest loans, and mezzanine debt financing. We are highly skilled and seasoned transactional lawyers and negotiators. We use our expertise to the benefits and advantages of our clients during contract negotiations, equity financing, licensing, merger or acquisition, sale or exchange, and real estate transactions.

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We also serve as outside legal counsel to businesses and companies. Our Corporate Support practice offers services in the areas of drafting by-laws, corporate resolutions, issuance of stock, operating agreements, shareholder agreements, equity financing, Cap tables, equity compensation and employment agreements, distribution agreements, services agreements, vendor agreements, e-commerce agreements, licensing agreements, non-disclosure agreements (NDAs) and other legal matters involved in the life cycle of a business organization.

 

Sample representations include:

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1. Complex investment structures for domestic and international investors;

2. The raise of capital through a Regulation D private placement;

3. A complex cross-border sale of a multi-country, family-owned business enterprise for
consideration of both cash and equity ownership in acquiror;

4. A sale of all of the stock of a U.S. based developer and provider of Saas (Software as a
service), including coordination between majority and minority shareholders, several
debtors and other stakeholders, to a European-based sports & media enterprise for an
eight-figures purchase price;

5. A long-term cross-border licensing and distribution arrangement between unrelated
foreign and U.S. companies;

6. A complex multi-party Operator and Licensing Arrangement for the benefit of a
production company in New York, NY;

7. Qualified Investments for E-2 Treaty Investor Visa;

8. An acquisition of controlling interest in several limited liability companies (LLC) that
operates a coordinated multi-jurisdiction software development business;

9. A multistep reorganization of a consolidated group, including an upstream liquidation
and a merger between member-subsidiaries;

10. Private Letter Ruling 122176-22. See link to PLR

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