Corporate Law Department

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The firm’s Corporate Law Department represents and advises businesses of all sizes, ranging from Fortune 500 companies and large regional corporations to small, closely-held businesses. Our clients represent virtually all industries and service fields. Our representation includes guiding clients through organizational, structural, capitalization, operational, and planning issues.

When counseling business clients, we always take a fresh approach to addressing each client’s unique needs and objectives. We never opt for the standard approach because we do not believe there are standard businesses. Each has its own “personality” that we identify and appreciate and that serves as a basis for the advice and strategies that we offer. Because of this approach, our clients can be assured of receiving specialized attention and creative problem solving and counseling.

As is true with the other practice areas within the firm, the Corporate Law Department understands that we must at all times provide service that has value to the client, not only in terms of successfully completed objectives (such as closing an acquisition) but also in terms of providing ongoing advice that allows the client to avoid costly legal pitfalls. The satisfaction of our clients on both counts is always our paramount concern.

The following is a sampling of the types of services provided by our Corporate Law Department:

Business Organization

We are actively involved in counseling and assisting clients in organizing businesses. In this regard, our services include choice of entity counseling, preparing and filing organizational documentation, providing advice about capitalization and financing issues, preparing and filing securities reports and/or registrations, preparing shareholder (buy-sell) agreements, and assisting with other “start-up” matters.

Mergers and Acquisitions

Our attorneys have extensive experience with purchasing, selling, and merging businesses of all sizes and types. Our involvement typically includes assisting the client with initial planning issues and strategies, negotiation of the terms of the transaction, assisting with arranging and structuring financing, preparation of documents and governmental filings, and closing and post-closing matters. Our experience includes stock and asset transactions.

Business Financing

We assist clients in finding, obtaining, and structuring debt and equity financing. Our experience includes initial public offerings, private placements, bond financings, venture capital investments, and a wide array of bank financing arrangements.

Commercial Contracts

We are regularly involved in the design and drafting of agreements and other documents relating to a variety of commercial transactions, such as sales agreements, leases, licensing agreements, and terms and conditions of sale.

Protection of Intellectual Property

We draft confidentiality agreements, licenses, covenants not to compete, and other contracts to minimize the opportunities for conflict between clients and their employees, vendors, and customers who need to use or obtain access to trade secrets, patents, copyrights, and other intellectual property rights.

Computer, Internet, and High Technology

Our attorneys have extensive experience representing clients in the areas of hardware acquisition, development, maintenance, and support, software development, protection, licensing, and sublicensing, and VAR, OEM, wholesaler, dealer, distribution, and source code escrow agreements. In addition, we have assisted clients in establishing and operating home pages and electronic bulletin board systems on the Internet.

Antitrust

Our firm advises corporations, unincorporated associations, health care providers, and other businesses in connection with antitrust implications and issues arising out of transactions and operational matters. We have experience with all federal antitrust laws, such as the Sherman Act, the Clayton Act, the Robinson-Patman Act, and regulations issued by the Federal Trade Commission, as well as equivalent state statutes and regulations.

Real Estate

We are regularly involved in structuring and preparing documentation for complex real estate transactions. We provide services relating to real estate development and construction, sales transactions, leases, and real estate financing.

Trade Regulation/Securities

Our attorneys represent clients in a broad range of trade regulation and securities issues, including franchising and distribution agreements, mergers and acquisitions, pre-merger notification requirements, pricing and marketing, trade association activities, purchase and supply contracts, licensing agreements, antitrust compliance programs, and preparation of proxy materials and other SEC and state disclosure documentation.

Health Care

We represent and advise physicians and physician groups, hospitals, other health care providers, and insurers in a variety of areas, including regulatory and contract matters as well as day-to-day operational issues and strategic planning and structuring.

International Law

We assist clients with legal matters that arise daily in their overseas operations, including leases, employment agreements for contract employees, contracts, and litigation. We have developed a network of reliable and competent local counsel in many nations through these client representations as well as through our association with Meritas. Our counseling takes into consideration not only the U.S. perspective but the cross-cultural nuances critical to success in international legal matters.

Export Control Law

We work with clients from across the country to help ensure compliance with the various export control laws, such as the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). These laws are aimed at preventing products and technology that have military application (intentional or incidental) from ending up in the hands of those around the world who might use them against us. They have taken on special significance since the 9/11 terrorist attacks. Because of the increasingly intense focus on the enforcement of these laws by the U.S. Department of State and the U.S. Department of Commerce, and the severe penalties that can result from non-compliance, we are called on to assist clients with analyzing the application of the laws to their operations, training their personnel, and implementing written compliance programs, policies, and procedures, as well as representing them before the appropriate agencies in the event suspected violations are discovered.

Lender Representation

The firm represents several banking institutions in connection with structuring commercial loans and preparing the documentation to reflect the loan terms and protect the lender’s interests.

General Corporate Counseling and Maintenance

We provide services relating to general corporate maintenance and representation, such as providing consultation to boards of directors and the preparation of minutes of shareholder and director meetings, shareholder and director actions and resolutions, legal opinions, shareholder agreements, employment agreements, and other contracts. We offer legal and practical counsel and advise in all matters that arise in the operation of a business enterprise.

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