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Mergers & Acquisitions

  • Buying or Selling a Business
  • Reorganizations & Tax Planning
  • Public and Private Financings
  • Purchase & Sale of Assets
  • Bank Mergers & Acquisitions
  • Business Combinations
  • Bankruptcy Court Transactions
  • Stock Options & SARs in an Acquisition
  • Representation of Finders and Brokers
  • Divestitures
  • International Subsidiary Sales
  • Leveraged Buyouts
  • Premerger Notification
  • Spin-offs
  • Advice on Sale Transactions

Corporate Finance

  • Private Equity Transactions
  • Debt and Equity Finance
  • Financial Institution Representation
  • Bank and Institutional Lending
  • Reorganization and Restructuring
  • Hedge Fund Organization and Regulation
  • Public and Private Offerings and Financings
  • Real Estate Financing
  • Tax Planning for Business Financing Transactions
  • Asset Based Finance Projects
  • Factoring Transactions

Corporate Law

  • Business Formation and Planning
  • Corporations, Partnerships & Joint Ventures
  • Business Divorce of Owners
  • Delaware Corporations
  • Stock Options & Stock Appreciation Rights
  • Public & Private Offerings and Financings
  • Tax Planning for Business Transactions
  • Non-Profit Corporations
  • Sole Proprietorships
  • Indemnification Agreements for Directors & Officers
  • Strategic Business Planning
  • Succession of Businesses
  • Small Business Corporations
  • Closely-held Corporations
  • Family Corporations
  • Directors and Officers Representation
  • Professional Corporations, Partnerships & Associations
  • Conversion from one Entity to Another
  • Asset Protection Strategies & Planning
  • General Business Matters
  • Venture Capital
  • Supply Chain/Procurement

Limited Liability Companies

  • Organization & Formation
  • Buying or Selling LLCs and their Membership Interests
  • Mergers, Reorganizations & Conversions of LLC
  • Private Offerings and Financings for LLCs
  • Partnerships & Joint Ventures using LLCs
  • Employee Benefits in LLCs
  • Tax Planning for LLC Transactions
  • Manager & Member Representation
  • Delaware, California, New York, and other state LLCs
  • Dissolution of LLCs

Banks & Financial Institutions

  • Sale and Acquisition of Banks
  • Debt and Equity offerings
  • Banking, Credit Union, Thrift & Finance Regulatory Issues
  • Executive Officer Contracts and Benefit Plans
  • Conversion and Reorganization of Banks and Saving Banks
  • Formations of Banks, Bank Holding Companies, Credit Unions and Saving Banks

Intellectual Property Law

  • Trademark application preparation, registration, and prosecution, both domestic and international
  • Patent application preparation and prosecution, both domestic and international
  • Intellectual property agreements, including licenses, assignments, and more
  • Licensing and distribution agreements
  • Due diligence investigations
  • Protection of trade secrets and proprietary information
  • Employee issues, non-disclosure agreements, and work-for-hire contracts
  • Internet matters, security software protection, and software licensing
  • Technology contracts, including government contracts
  • Copyright application preparation, registration, and prosecution
  • Maintenance fees and renewals

Employment & Executive Contracts

  • Employee Contracts/Employee Agreements
  • Hiring and Termination Issues
  • Non-Competition Agreements
  • Employee Non-Disclosure Agreements
  • Discipline and Discharge
  • Wages, Hours and Compensation

Partnership Law

  • Formation of Partnerships
  • Buying or Selling Partnerships & Partner Interests
  • Acquisitions & Reorganizations of Partnerships
  • Private Offerings and Financings for Partnerships
  • Joint Ventures among Businesses
  • Organization of Private Equity Funds and Hedge Funds
  • Corporate Partnerships
  • Dissolutions
  • Tax Planning for Partnerships & Franchise Tax Planning
  • Family Partnerships & Limited Partnerships
  • Investment Partnerships
  • Limited Liability Partnerships
  • Limited Partnerships
  • Delaware, California, New York, and other state Partnerships
  • Conversions to or from a Partnership
  • Real Estate Partnerships

Healthcare & Medical Practices

  • Organizing & Representing Professional Associations
  • Medical Office Building Purchases & Partnerships
  • Contracts with Hospitals & Third Party Payors
  • Laboratory Agreements
  • Pharmacy Transactions
  • Stark Regulation Issues
  • Medical Directorship Agreements for Hospital Based Practices such as Pathologists, Radiologists and Anesthesiologists
  • Sales & Mergers of Practices
  • Nursing Home purchases and sales

Real Estate & Construction

  • Property Acquisition and Disposition
  • Restaurant Land Development
  • Commercial and Residential Construction
  • Leasing and Management
  • Due Diligence
  • Commercial, Industrial, Retail, Office, Apartment, Condominium and Residential Properties
  • Foreclosures – Loan Workouts
  • Landlord & Tenant
  • Title Disputes
  • Tax Planning for Real Estate Transactions
  • Tax Free Exchanges of Property
  • Engineering, Procurement and Construction Contracts
  • Engineering & Operator Contracting

Environmental Law/Sustainability

  • Environmental Law
  • Regulatory Counseling
  • Enforcement Actions
  • Corporate Sustainability Matters
  • State and Federal Agency Negotiation
  • Permitting
  • Solar & Wind Energy
  • Hydrogen

Energy Service Businesses

  • Acquisition and Sale of Facilities and Divisions
  • Licenses, Easements and Real Property Contracts
  • Pipelines
  • Waste Treatment Projects
  • Barge, Transportation and Equipment Contracts
  • Customer Service Contracts
  • Trucking and Transportation Agreements
  • Asset Liability Planning or Corporate Reorganization

Securities

  • Public and Private Offerings & Finance including IPO’s and Private Placements
  • Underwriter Representations in Offerings and Sales Transactions
  • Restricted Securities or Rule 144 Counseling and Planning
  • Broker-Dealer Registrations, Filings and Stockbroker Disputes
  • Stock Option Plans and their Registration
  • Shareholder Agreements, Registration Rights and Disputes
  • Securities and Exchange Commission Regulatory and Compliance Work
  • Hedge Fund Organization and Offerings
  • Blue Sky Law and Foreign Securities Law Compliance
  • Debt and Equity Finance and Offerings

Tax

  • Business Formation – Tax Planning
  • Planning for and Addressing Concerns Regarding:
    • Corporate Taxes
    • Partnership Taxes
    • Texas Franchise Taxes
    • Employment Taxes
    • S-Corporations
  • Employee and Executive Compensation Issues Including:
    • Stock Options
    • Deferred Compensation Plans
    • Section 83(b) Elections
  • Real Estate Transactions, Including:
    • Like Kind (Section 1031) Exchanges
    • Property Sales & Leasing

Business Restructuring

  • Creditors’ Rights
  • Sales and Purchases of Distressed Assets
  • Secured Creditor Lien Claims
  • Board of Directors Fiduciary Duties
  • Lender Forbearance and Workout Agreements
  • Commercial Real Estate and Landlord-tenant Issues
  • Exit Financing Arrangements

Private Equity & Venture Capital

  • Venture Capital Formation and Planning
  • Private Equity Financing and Investments
  • Mezzanine Finance
  • Negotiation of Term Sheets
  • Preferred Stock/Convertible Subordinated Note Issue
  • Co-sale Agreements
  • Venture Capital Investment
  • Employee Stock Purchase Agreements and Vesting Agreements
  • Registration Rights Agreements
  • Stock Option Plans
  • Early Stage Financing
  • Private Placements of Equity & Debt

Recycling & Renewable Energy

  • Acquisition and Sale of Waste and Recycling Facilities
  • Financing Transactions for Recycling Businesses
  • Recycling and Commodity Handling Agreements
  • Resource Efficiency Agreements
  • Transportation and Common Carrier Issues
  • Facility Support Services Agreements
  • Alternate Energy Financing
  • Wind Energy Projects
  • Ethanol Generation Projects & Transportation

Cryptocurrencies & Blockchain Technology

  • Legal consulting regarding S.E.C. treatment of cryptocurrencies, blockchain technology, and initial coin offerings (ICOs)
  • Blockchain company formation, mergers, and acquisitions
  • Tax treatment of cryptocurrencies
  • Due diligence investigations and technical consulting
  • Treatment of cryptocurrencies and blockchain assets in divorce cases
  • Contracts and agreements for cryptocurrencies and blockchain assets
  • Protection of cryptocurrencies and blockchain assets

United States/International Expansion

  • Public Private Partnership Formation
  • International Incentive/Market Entry
  • Trade Matters
  • International Patent Filings
  • International Partnerships and Joint Ventures

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