The Firm’s corporate team is a well-rounded group that includes not only traditionally trained transactional lawyers, with deep experience representing public and private companies in mergers and acquisitions and other transactions, but also lawyers trained as litigators. This combination provides not only the requisite technical skill and experience to handle all aspects of our clients’ transactions but also the insight and perspective of lawyers who have litigated and tried cases in which the outcome has turned on the wording of a contract.
Our transactional and corporate counseling practice is multifaceted:
- Large transactions. We handle mergers and acquisitions, debt and equity financings, and other large corporate transactions.
- General corporate. We assist clients in the areas of general corporate law, including business formation, corporate governance, executive and employee compensation matters, and general business and corporate planning for various business entities.
- Commercial agreements. We assist clients in the preparation and, if needed, negotiation of a broad array of commercial agreements, all integral to the growth and expansion of our clients’ businesses. These include real property leases, equipment leases, financing arrangements, secured transaction agreements, product supply agreements, private label agreements, waste management and disposal agreements, licensing agreements, joint development agreements, shareholder agreements, real property management agreements, non-disclosure agreements, service agreements, consulting agreements, construction contracts, indemnification agreements, technology agreements, toll manufacturing agreements, shipping contracts, distribution agreements, and sales representative agreements. It is rare that we are asked to prepare or review an agreement of a type that we have not worked on previously, but even in those instances, the depth of our experience and the resources available to us facilitate our work with almost any type of commercial agreement.
- Contract templates. We work with clients to understand their businesses and prepare templates of agreements they regularly use, attuning the templates to the nature and needs of the client’s business and providing guidance on how and under what circumstances the forms should be used.
- Sales of goods Transactions. We have a particular emphasis in sales of goods transactions and advice, including assessments of sales documentation such as purchase orders and confirmations, “battle of the forms” analysis, warranties, product manufacturing allocations following Force Majeure events, and other issues that arise under Article 2 of the Uniform Commercial Code.
- Internal policy and procedure and risk management. We advise clients concerning their internal practices, policies, and procedures, provide legal guidance on assessing and managing risk, and provide internal guidance documents to implement our recommendations. For example, we have prepared and provided clients with facility tour policies, contractor safety policies, claims handling and management procedures, customer complaint response forms, consumer product safety charters, board member conduct policies, corporate codes of conduct, conflict of interest policies, employee manuals, employee intake forms and agreements, BYOD policies, mobile phone usage policies, and the like.
- Day-to-day corporate/IP. We handle day-to-day corporate and intellectual property matters for companies both large and small, including such matters as corporate by-laws, resolutions, minutes, and trademark applications.
Legal expense tracking and management. We work with clients to assist them in tracking, understanding, and managing their legal expenses.