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PRACTICE AREAS / The Corporate Practice
The Firm’s Corporate Practice
advises entrepreneurs and companies in connection with a wide variety of
transactional matters. The Firm’s Corporate Practice provides representation in
the following areas: General Corporate Law,
Securities, Venture Capital and
Private Equity, Emerging Companies,
Mergers and Acquisitions,
Bankruptcy and Creditors’ Rights and Real Estate.
The Firm’s corporate clients
operate across multiple industries, including Technology, Internet, Fashion,
Entertainment, Real Estate, Consulting and Venture Capital, and include
commercial and not-for-profit companies. The Firm may work in tandem with a
company’s in-house general counsel or may serve directly as such company’s
outside general counsel.
The Firm represents both
domestic and foreign companies. For representation of clients which have matters
originating outside of the State of New York, including international matters,
local counsel in other jurisdictions may be engaged to assist in the
representation, including performing certain filing requirements in other
jurisdictions.
GENERAL
CORPORATE LAW
The Firm prides itself on its
ability to provide both domestic and foreign clients with practical solutions to
legal challenges. This is accomplished by considering the legal issues in the
context of the client’s industry, the global economy and the client’s specific
needs and business goals.
The Firm advises clients on
matters of general corporate law, including assisting commercial enterprises in
determining which form of entity is best suited to their needs – principally
corporations, limited liability companies or partnerships. For not-for-profit
entities, the Firm may assist the non-profit in obtaining its tax-exempt status
under state and federal law, including filing a 501(c)(3) application on the
client’s behalf.
The Firm assists clients with
pre-formation agreements. Upon formation, the Firm prepares governing
agreements, including shareholder agreements, for the newly-formed entities.
The Firm assists clients with
its employment law matters, including preparing employment agreements. For
companies seeking to bring overseas talent to the U.S., the Firm assists with
visas and other matters of immigration law.
The Firm provides advice on
fiduciary obligations of corporate officers and directors and also advises on
matters of general corporate governance. In addition, at the end of a company’s
life, the Firm provides assistance with its dissolution and wind-up, including
departing partner and shareholder buy-out agreements and asset sales.
As part of its general
corporate services, the Firm provides assistance to clients on a wide variety of
contract matters, helping clients document their commercial relationships so
that the parties involved will understand their respective rights and
responsibilities. Contractual issues on which the Firm advises include the
creation of, and documentation for, joint ventures, including joint research and
development agreements, and strategic partnerships.
For some companies, including
emerging companies, the Firm often creates form contracts for a company to
use in its on-going business operations, such as employment agreements and
agreements for members of its Board of Advisors. The Firm also advises on supply
and distributorship agreements.
The Firm provides advice to
companies seeking development of Internet and technology applications. The Firm
prepares website and software development agreements and servicing agreements
therefor. The Firm also handles Internet and e-commerce matters, including
assisting companies in creating the Terms and Conditions and a Privacy Policy
for their websites and, through its Intellectual
Property Practice, prepares non-disclosure and confidentiality agreements,
assignment agreements and licensing agreements, as well as handles domain name
applications and transfers.
SECURITIES
The Firm provides advice in
connection with companies’ issuance of securities. The Firm provides advice in
connection with companies’ stock option plans and the issuance of securities to
advisors, directors, officers and employees as company incentives.
While the Firm has a special
interest in working with privately-held companies and advises on private
placements, the Firm may also provide advice in connection with public
offerings. Types of securities transactions in which the Firm represents clients
include common and convertible stock and debt offerings.
VENTURE
CAPITAL AND PRIVATE EQUITY
The Firm provides advice in
connection with companies seeking financing from angel investors and venture
capitalists. The Firm advises on securities laws in the venture capital and
private equity arena and advises on financing matters, including private
placements under Regulation D and the resale of restricted securities under
Rules 144 and 144A.
In addition, the Firm provides
advice in connection with angel investors’ investments in early-stage companies
and venture capital funds’ initial and follow-on investments in their portfolio
companies, including engaging in legal due diligence and providing the
documentation for such investments. The Firm also counsels venture capital funds
in connection with the ongoing management and operation of their portfolio
companies.
EMERGING
COMPANIES
The Firm has a special interest
in working with domestic and foreign emerging companies, which are companies
that are in start-up and early stages to within five years of their public life,
and welcomes the opportunity to be part of a growing company’s future. The Firm
provides a broad range of legal services to such emerging companies across a
number of industries, including companies in the Internet and Technology
sectors. The Firm’s services include counseling on matters from the initial
phase of corporate activity – including formation and obtaining financing from
angel investors and venture capitalists, as well as financing through lenders –
to appropriate exit strategies. The Firm represents emerging companies in
mergers and acquisitions transactions, and for emerging companies that go
public, the Firm may advise on the consequent public company governance and
compliance issues the new public company will face.
The Firm advises on many of the
day-to-day corporate issues facing emerging companies, including advising on all
types of contracts, including employment agreements, joint research and development agreements,
product distribution agreements and customer contracts, as well as intellectual property
rights, in conjunction with its Intellectual
Property Practice.
MERGERS
AND ACQUISITIONS
The Firm provides advice in
connection with mergers and acquisitions transactions, counseling clients in
both negotiated and non-negotiated transactions. Such transactions include the
acquisition or disposition of securities and the acquisition or disposition of
assets.
If necessary, the Firm may appear in court,
through its Litigation Practice, on
behalf of target companies or potential acquirers in certain transactions,
including transactions arising out of a company’s bankruptcy or reorganization.
BANKRUPTCY AND CREDITORS’ RIGHTS
The Firm provides advice to
financially-troubled companies and, through its
Litigation Practice, seeks protection for them from their creditors in the
bankruptcy courts. These companies may liquidate or reorganize, as appropriate.
The Firm also counsels interested parties, including prospective buyers and
sellers, involved in the acquisition and disposition of assets subject to the
jurisdiction of the bankruptcy courts.
REAL
ESTATE
The Firm provides advice in
connection with the lease and purchase of commercial and residential property
for investment purposes. The Firm provides
representation in connection with the negotiation of commercial space for
companies’ executive offices and business operations and counsels clients in
connection with real estate acquisitions, including the financing therefor.
Through its
Litigation Practice, the Firm also provides
representation for disputes between commercial landlords and tenants, and when
necessary, may appear in court on behalf of such clients to resolve
tenancy-related disputes.
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