Practice Areas

Corporate Law

The firm serves as general counsel to many clients and acts as special counsel to others, either in specific legal areas or on a transactional basis. In the course of our general representation, we advise our clients in all of their activities including the formation of the business entity, tax matters, employment contracts, stock options and other management incentive plans, real estate leases, negotiation and drafting of contracts in a wide variety of fields including distributorships, sales agreements, stockholders' buy-sell agreements, franchise agreements and intellectual property and license agreements. We have substantial experience representing clients in merger and acquisition transactions, including negotiating the terms of the transaction, drafting merger and acquisition agreements and handling all ancillary issues, such as compliance with environmental, tax and antitrust laws.

Securities Law

The firm has considerable experience in all aspects of federal and state securities law. We represent issuers, venture capitalists and investors in public and private debt and equity financings and deal with complex issues arising under federal and state securities laws in connection with such registered or exempt offerings. We are active in the preparation of offering documents and ensuring compliance with SEC and state blue sky regulations. We also participate in the preparation of annual, quarterly and current reports and proxy statements filed with the Securities and Exchange Commission (SEC) as well as other filings and reports under Section 16 (Forms 3, 4 and 5) and the Williams Act (Schedules 13D, 13G etc.).

The firm has experience representing companies in connection with SEC investigations and inquiries and in establishing insider trading guidelines and related procedures for public company clients. The firm also represents clients in connection with initial and continued listing on the various stock exchanges and NASDAQ and provides counseling in various related proceedings.

We have represented investment banking firms in their role as either underwriters or placement agents for various securities offerings. Firm attorneys are experienced in rendering legal services to clients in connection with both the registration of entities as broker-dealers and their ongoing compliance requirements, as well as guiding numerous clients through the process of establishing and maintaining investment partnerships.

The firm also has experience advising clients on the requirements of the Investment Company Act of 1940, the Trust Indenture Act of 1939, and the Investment Advisers Act of 1940 and in serving as trustee's counsel. In short, we have a strong ability to assist companies that are seeking to raise capital in both the private and public markets in order to help our clients develop new opportunities.

Mergers and Acquisitions

The firm has an extensive practice in the area of mergers and acquisitions. The firm's attorneys represent both publicly and privately held purchasers and sellers in asset purchases, stock purchases, mergers, corporate restructurings, leveraged buy-outs and tender offers. In that capacity, the firm plays an active role in advising its clients on structuring the transaction, negotiating the terms of the purchase or sale, drafting the acquisition agreements and, most importantly, getting the transaction closed.

As securities law issues often arise in merger and acquisition transactions, the firm advises clients on such matters, including disclosure duties in connection with acquisitions involving the issuance of securities, registered exchange offers, third party tender offers, issuer tender offers and going private transactions. The firm also advises clients on the environmental and antitrust law aspects of the transaction and works with its clients to obtain all necessary regulatory approvals.

We are also active in structuring various takeover defense mechanisms, including adoption of special charter and by-law provisions, implementing classified boards, adopting shareholder rights plans ("poison pills"), creating multiple classes of stock and formulating similar devices. Firm attorneys also play active roles in advising directors of their fiduciary duties and obligations in selling a company.

Franchise Law

The firm has considerable experience in the representation of franchisors and franchisees in a broad range of industries. Our representation of franchisors includes advice in connection with: the preparation of Uniform Franchise Offering Circular documents; negotiations with franchisee associations and individual franchisees; the structural alternatives available for new franchises; and compliance with the Federal Trade Commission rules and regulations, as well as the separate registration and disclosure requirements of individual states. Our representation of nonfranchised businesses includes areas such as developing a franchise system and consulting with franchisors on the content and implementation of operational, procedural and training manuals and advertising programs. Knowledge of this area of the law has also proven invaluable in assisting prospective franchisees to quickly understand the overall franchise relationship in addition to the specific contractual provisions that will apply to them.