PRACTICES

Corporate Finance & Securities

Business Succession Planning
Control and ownership succession is often a difficult problem for families that own closely held companies to address. For example, many times some children are involved in the business and others are not. Other times there are no family members at all involved in a closely held company, but a potential widow and children are dependent on continued operation of the company for their support. Our attorneys have extensive experience in providing alternatives to use in such situations to smooth the transition of ownership and control and thereby ensure the continuity of the company for the benefit of all concerned. Our attorneys regularly draft and negotiate shareholder agreements, buy–sell agreements, voting trusts, ESOPs and other estate planning techniques to effect that smooth transition.

Corporate Restructurings
Our attorneys assist clients in planning, structuring and/or restructuring their corporate organizational structures and their respective equity and debt structures. We use a multi-disciplined approach to develop structures focused on mitigating liability exposure and tax consequences. Our attorneys regularly counsel clients in such matters as formation of subsidiaries through which to conduct business operations and to protect critical assets, inter-affiliate agreements, redemption of equity holders and/or joint venture partners.  We draft and negotiate all the documents necessary to form your entity of choice, including articles, bylaws, operating agreements, partnership agreements, shareholder agreements, resolutions, minutes and voting trusts, as applicable.

Private Securities Offerings
We represent both start-up and mature businesses in connection with raising additional capital through equity and/or debt securities offerings. Our attorneys have substantial experience in determining the disclosure requirements in connection with private offerings of securities to prospective investors and federal and state securities enforcement officers. We assist our clients in understanding and preparing the necessary disclosure materials for delivery to prospective investors and fulfilling all necessary regulatory requirements in order to comply with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and state securities laws.