Corporate Law
The Corporate Practice Group represents a broad range of business clients, ranging from Fortune 50 public companies to entrepreneurial and privately-owned businesses.
We advise and assist clients with: mergers and acquisitions; selection and organization of an appropriate business entity; structuring business transactions; restrictive agreements among the business owners; negotiation and preparation of contracts governing all aspects of business transactions; and corporate governance and corporate policy matters to name a few.
Our attorneys have experience in many disciplines, and as a result also serve in other practice groups within the Firm. This cross-discipline approach provides our clients with a critical broad base business perspective.
For more information, please contact Jeffrey H Pass, Geetha Rao Sant, or any one of our attorneys practicing in this area.
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Corporate Compliance
Working from a wide range of experiences and expertise, our Corporate Compliance attorneys assist our clients every day with the challenges they face as a business owner in today’s compliance-focused climate.
From multi-state public companies to newly formed, growing companies, our attorneys assist clients with building corporate compliance programs that reduce exposure to liability and strengthen the foundation of the organization.
In building an effective corporate compliance program, our attorneys consider the following: drafting guidelines and expectations for employees’ performance; facilitating directors’ oversight; protection of the organization’s assets; crisis planning and crisis management; creating an early warning system in the event of misconduct; and reducing liability for reported misconduct to name a few.
With years of experience drafting corporate compliance programs for a wide variety of businesses, our attorneys continue to build on their knowledge to the benefit of our clients.
Key contact: Geetha Rao Sant
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Emerging Business
Our Emerging Business Group provides advice regarding entity alternatives, securities laws and regulations, and the selection of management structure and equity structure for emerging businesses. Our attorneys regularly prepare organizational and related documents such as operating agreements, bylaws, partnership agreements, equity purchase agreements, buy/sell agreements, and financing documents (including early stage and mezzanine financing documents). Our attorneys also advise emerging businesses regarding tax, compensation, employment, intellectual property protection, and business licensing matters.
Key contact: Jeffrey H Pass
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Executive Compensation
The Executive Compensation Practice Group regularly advises public and private companies regarding how best to achieve the dual objectives of fairly compensating management while creating significant incentives to grow the company and increase value for stockholders.
Our attorneys work closely with clients to develop the appropriate purposes of a plan, the plan structure, within which to best accomplish those purposes, taking into consideration all legal, tax and securities concerns, draft the plan and related documents, and provide the tools necessary to educate and inform the participants about the plan.
For public companies, our attorneys work in areas such as proxy and other public disclosure, tax deduction qualification, SEC registration, stock exchange listing, Section 16 qualification and reporting, and shareholder approval matters.
The types of incentive plans and features we draft include stock options, stock appreciation rights, limited rights, restricted stock, stock bonuses, stock purchases (in lieu of cash compensation), phantom stock, and short, medium, and long term cash incentive programs. Our cash incentive programs have ranged from single-goal to complex, multiple-matrix programs.
Our attorneys also counsel clients with respect to non-qualified deferred compensation arrangements, allowing participants to delay taxation of income earned today. This experience includes deferred compensation plans, rabbi trusts, phantom stock plans, split dollar life insurance agreements, top-hat executive plans, deferred compensation plans for governmental employees, and other solutions to ensure maximum after-tax wealth accumulation for executives without undue burden to the company. We also counsel companies and executives with respect to executive employment, severance, and non-compete agreements, and have provided counsel in severance situtations ranging from public disclosure to dispute resolution to litigation.
Key contact: Geetha Rao Sant
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Intellectual Property
Our Intellectual Property practice combines the specific expertise development, acquisition, protection, and utilization of intellectual property with traditional expertise in business and business litigation, securities regulation, venture capital, and tax laws and regulations to assist our clients in protecting and making the most of their intellectual property assets.
We advise and assist clients with:
* Protecting existing intellectual property rights
* Patent litigation
* Forming and selecting business entities and obtaining venture capital financing
* Commercializing technology innovations
* Registering trademarks, trade dress, trade secrets and copyright registration and licensing
* Drafting non-disclosure agreements, independent contractor agreements, software licensing, and other necessary contracts
* Understanding state and federal securities issues affecting e-commerce and capital financing.
Key contact:John B Greenberg
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Mergers & Acquisitions
The attorneys in our Mergers & Acquisitions Practice Group are experienced in representing both buyers and sellers in a wide range of business situations. We assist clients in all aspects from the beginning of the concept through negotiations and drafting to closing of negotiated stock and asset sales and purchases, leveraged buyouts and post-buyout transactions, as well as contested transactions such as tender offers, proxy fights and other changes in corporate control. Our attorneys are experienced in recapitalizations and restructurings, including spin-offs and divestitures.
Our attorneys combine their mergers & acquisitions experience with regulatory advice, tax planning and due diligence assistance to structure the most advantageous outcome for our clients and their businesses.
Key contact: Jeffrey H Pass
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Securities
The Securities Practice Group performs a broad range of services related to federal and state securities regulation, including registration and disclosure related to sales of corporate stocks and bonds, exchanges of stock in connection with corporate acquisitions and sales of municipal debt obligations. We assist our clients with all aspects of preparing and filing disclosure and reporting documents and other securities law compliance for public companies, including proxy statements, press releases, annual reports to shareholders, 10-Ks, 10-Qs, 8-Ks, and transactional compliance under Section 16 and Rule 144, as well as compliance with the Sarbanes-Oxley Act of 2002. Our attorneys handle all matters from listing to corporate governance and other compliance to delisting involving U.S. and foreign stock exchanges. We have been using the EDGAR electronic filing system of the Securities and Exchange Commission since its inception in 1984, and make electronic filings directly from our offices and assist clients with filings.
Our clients include public companies which need securities advice regularly, as well as private companies which need securities advice only occasionally. We advise securities brokerage firms, securities placement departments of banks, and investment advisors in connection with specific transactions, routine securities law compliance, and state law (blue sky) matters. We have taken private companies public, and public companies private. We have handled both primary and secondary stock offerings and shelf registrations, as well as employee stock plan registrations. We have listed public clients on the New York Stock Exchange as well as stock exchanges in Europe and Japan. We have handled simple and complex registered “stock swap” mergers, corporate acquistions for cash, and reorganizations.
Key contact: Ravi Sundara
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