Mergers & Acquisitions (M&A) is a strategic business activity where business entities combine forces through either a merger or an acquisition. In a merger, two separate companies unite to form a new entity, sharing ownership and control. An acquisition occurs when one company purchases another, leading to the acquired company becoming a part of the acquiring entity.
The primary objectives behind M&A activities include gaining a competitive edge, expanding market presence, accessing new technologies or markets, diversifying product/service offerings, and achieving operational synergies. M&A can also help companies reduce costs, optimize resources, and increase overall profitability.
M&A deals are complex processes involving extensive financial analysis, due diligence, legal considerations, and negotiations. Our firm’s M&A practice focuses on helping our clients align business cultures, manage and allocate potential risks, and ensure a smooth integration to realize the anticipated benefits of the transaction, including for sellers of the acquired business.
Joint Ventures & Partnerships (which can come together through a variety of entity forms, including companies, limited liability companies, or partnership structures) are collaborative business arrangements in which two or more companies come together to achieve shared objectives. These agreements involve pooling resources, expertise, and assets to pursue common goals while remaining separate legal entities.
Both Joint Ventures and Partnerships offer advantages such as risk-sharing, enhanced expertise, increased market reach, and cost efficiencies. Additionally, they enable companies to leverage each other's strengths, expand into new territories, and capitalize on emerging opportunities.
Our Joint Venture & Partnership practice assists our clients to negotiate clear terms and conditions, define roles and responsibilities, and set mutual expectations that facilitate a fruitful and enduring collaboration.
Our Commercial Real Estate practice focuses on all aspects of real property acquisition, development, financing, and sale for business purposes. Our experience includes developing commercial properties, such as office buildings, retail centers, multi-family dwelling structures, and industrial complexes. We assist our clients with financing activities through loans or investments to fund these projects and later sell or lease the properties to generate income or optimize asset value.
Commercial leases for businesses involve contractual agreements between a business entity and a property owner, granting the business the right to use a commercial property for a specified period and defined purpose. These leases outline terms such as rent, lease duration, maintenance responsibilities, and any special conditions. They are often the most complex and significant economic commitment made by a business and can include many hidden risks for businesses. Our practice focuses on negotiating favorable commercial leases for our business clients, including minimizing hidden economic risks and expenses.
Our Private Equity practice refers to a specialized aspect of our M&A practice and involves the representation of company owners who are entertaining an offer from a private equity fund. In these transactions, a company raises capital from private investors, such as institutional funds or high-net-worth individuals, by selling an ownership stake in the company. This capital injection typically allows for fresh expansion, acquisitions, or restructuring initiatives. The terms of these transactions are financially and legally complex.
Our Startups, Venture Capital & Private Offerings practice assists newly established or emerging innovative companies aiming for rapid growth. Our team assists startups with legal guidance in various areas including entity selection and formation, shareholder agreements, intellectual capital raising, property (IP) protection (through affiliated providers), equity and ownership structure, compliance and commercial agreements, and employment matters (through affiliated providers). We have deep experience with the private placement of securities that are exempt from certain regulatory requirements applicable to public offerings. Legal guidance is required in various aspects such as, securities law compliance, offering documents, investor accreditation, due diligence, investor disclosures, stock purchase agreements, and federal and state exemption filings.
Equity incentives provide an alternative way to reward employees or key stakeholders with ownership stakes (shares or options) in a company. These incentives are used to align interests, motivate employees and other service providers, and retain talent. Professional guidance is crucial in several areas such as, equity plans, regulatory compliance, tax implications, documentation, employee communication, and securities filings. We work with our clients to ensure that they have the necessary professional guidance (including with their outside tax lawyers or CPAs) to leverage the power of equity incentives while mitigating risks and meeting compliance requirements.
Business planning involves creating a strategic roadmap for a company’s future success, encompassing objectives, market analysis, financial projections, and operational strategies. Choice and formation of entities refer to the process of selecting the most suitable legal structure for the corporation, such as a corporation, limited liability company (LLC), or partnership, and establishing it as a separate legal entity. We assist clients of all sizes in making smart formation decisions or designing and executing restructuring strategies that meet their changing needs.
Corporate governance refers to the system of rules, practices, and processes through which companies, most notably corporations, are directed and controlled. It involves defining the roles and responsibilities of various stakeholders, including shareholders, the board of directors, management, and other interested parties, to ensure accountability, transparency, and ethical conduct within the organization.
Our legal guidance can help establish strong corporate governance practices, fostering transparency, accountability, and sustainable business practices while adhering to legal and regulatory requirements, building trust with stakeholders and enhancing a company’s overall performance and reputation.
Nonprofits are organizations that operate for purposes other than profit-making and are dedicated to serving the public or specific causes. They focus on social, charitable, educational, or religious missions, and their revenues are typically reinvested back into their programs and initiatives rather than distributed to shareholders. Public benefit corporations are a relatively recent company form. While permitted to earn a profit, they exist to simultaneously serve a public good and operate in a socially responsible and sustainable manner.
By working with our legal team, nonprofits and public benefit corporations can ensure that their governance and operations are legally compliant, protecting their interests while contributing to meaningful social causes and positively impacting communities.
Reorganization & Restructuring for companies refers to the process of making significant changes to the corporate structure, operations, or financial arrangements to improve efficiency, financial stability, and long-term viability. This may involve mergers, acquisitions, divestitures, subsidiary creation, or changes in the ownership or management of the corporation.
Debt financing refers to raising capital by borrowing funds from creditors, such as banks or financial institutions. Our team has deep experience representing borrowers in commercial debt financings of all sizes and regularly assists companies that are navigating the complexities of loan agreements, security and collateral arrangements, and personal guaranties.
In connection with our representation of business clients of all sizes, including as outside general counsel, we regularly assist with the drafting and negotiation of commercial contracts of all types, including the licensing of intellectual property or other rights. Our team can help you with drafting, review, negotiation, risk analysis, trade secret protection, and compliance matters.
Get in touch with us to talk about your business objectives today.