Corporate / Transactional

Our attorneys assist large and small, domestic and multinational clients on the establishment and operation of businesses and nonprofit organizations. These services often begin when our attorneys help clients select the proper form of organization (e.g., traditional corporations or limited liability entities) for the entity's anticipated activities, taking into account federal and state tax considerations. Once the organization form is selected, we often are asked to develop the documentation (articles and bylaws, partnership agreements, limited liability company operating agreements, etc.) to ensure that the governance of that entity is consistent with the client's objectives.

For companies already doing business, the firm offers expertise in virtually all areas of the law that may affect day-to-day operations. If our clients have no in-house legal resources, this expertise enables us to act as de facto general counsel. For clients with such resources, we assist on specific projects or issues. We regularly draft and negotiate single-purpose or standard-form agreements for the purchase or sale of goods and services, and assist in the documentation of the full range of transactions by which businesses are financed, including public and private debt and equity deals (including initial and other public offerings), leases and the issuance of convertible or hybrid security instruments.

For our clients that are public companies, we provide guidance on an ongoing basis to help ensure compliance with the myriad filing, disclosure and other requirements under state and federal securities laws. We also offer expert advice in dealing with the various government regulatory requirements with which all organizations are confronted, such as employment law, tax, OSHA (occupational health and safety) requirements, trade secrets and other intellectual property, and the challenges of doing business electronically and/or internationally. By working to understand our clients' businesses, we are often able, before legal problems arise or escalate, to provide preventive services through the design and implementation of compliance or training programs, and internal audits and investigations.

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