Commercial & Corporate

Transactions

1. Business formation and structuring.

   Formed numerous corporations, limited liability companies, partnerships, joint ventures and multi-layered entities, and advised clients with respect to requirements and implications, including tax ramifications, of each form of entity
   

2. Commercial Agreements.
   

   Reviewed, negotiated, and counseled clients with respect to, commercial agreements by and among commercial entities, with suppliers, vendors, contractors, consultants, employees, licensees, licensors and customers.  

3. Confidentiality agreements.

   Reviewed, negotiated and drafted confidentiality agreements between business entities and employees, consultants and advisors.
     
   

4. Counseling shareholders, directors and officers.

   Counseled shareholders, directors and officers with respect to corporate maintenance and governance, rights and obligations, and the various transactions and issues that arise daily in the corporate and commercial context. 

5. Creditors' rights.

   Advised creditors and insolvent entities with respect to rights in bankruptcy and other insolvency proceedings.

1. Employer/employee relations.

   Advised employers and employees with respect to rights and obligations of each in the workplace, including discipline, discrimination and harassment, employee rights, severance and termination issues, and electronic communications policies. 

2. Employment and severance agreements.

   Reviewed, negotiated and drafted employment agreements, representing employers and employees; counseled clients with respect to tax effects of various forms of payments and employment arrangements.  
   

3. Executive compensation.

   Drafted compensation plans for executives, and advised employers and employees with respect to executive compensation and related tax issues.
   

4. Franchising.

   Represented clients in devising franchise arrangements, prepared franchise agreements, obtained necessary regulatory approvals, and advised franchisors and franchisees with respect to their rights and obligations.

5. Investment funds.

   Advised client with respect to establishment of an investment fund to invest in Internet and electronic commerce companies. Loan transactions and workouts. Reviewed and negotiated loan agreements and workout arrangements with institutional lenders in secured and unsecured financings, and assisted clients with compliance with lender requirements; reviewed, negotiated and drafted loan agreements among clients and non-institutional lenders; represented borrowers in multimillion dollar Industrial Development Agency bond issuances and financings, and in Small Business Administration loans to finance acquisitions; counseled clients with respect to tax effects of loan arrangements and workouts.

6. Mergers and acquisitions.

   Reviewed, negotiated and drafted agreements, structured transactions for maximum tax efficiency, conducted due diligence and supervised all closing requirements, for sale and acquisition (outright, of a controlling interest in or by way of merger) of entities in a variety of businesses, including the following:
7. Professional practices, including medical, dental and accounting practices;
8. Online information delivery;
9. Radio stations;
10. Golf courses;
11. Hotels;
12. Publishing companies;
13. Cable franchise systems;
14. Satellite telephone systems;
15. Jet aircraft;
16. Railroads and bus companies;
17. Shopping malls; and
18. Independent record distribution companies.

19. Private placements.

    Prepared offering documents for the sale of securities and issuance of financing instruments by privately held companies, including regulatory filings, preparation of corporate documents and compliance with closing requirements.

20. Public offerings.

    Counseled companies in connection with initial public offerings, negotiated underwriting agreements and represented companies acquiring publicly held companies.

21. Reorganizations.

    Advised companies with respect to the corporate and tax aspects of reorganization, and prepared all documentation, securities and tax returns in connection with the reorganizations.

22. Shareholder agreements and disputes.

    Reviewed, negotiated and drafted shareholder agreements and counseled shareholders with respect to disputes concerning shareholder agreements and corporate governance.

23. Stock option plans.

    Prepared stock option plans, agreements and grant documents, counseled companies and employees with respect to rights under and tax aspects of stock option grants.

24. Taxation.

    Counseled clients with respect to the tax aspects of routine and extraordinary activities, defended clients in New York State and IRS audits, petitioned for tax relief before various courts, local, state and federal authorities, and assisted clients and their accountants in structuring entities and transactions for maximum tax efficiency.

25. Technology.

    Represented technology companies in the full range of corporate transactions, licensing arrangements and employment and compensation issues (see our Information Technology practice).

26. Venture capital and corporate finance.

    Represented investors and companies in venture capital transactions, including review, negotiation and drafting of relevant documents; instruments have included stock, debt, convertible preferred stock, warrants, bridge financings and convertible notes, and related agreements providing registration rights, preemption rights, co-sale rights, and other extraordinary shareholder privileges.

Prior results do not guarantee a similar outcome.