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TEAM
BUSINESS AND CORPORATE

  • MERGERS AND ACQUISITIONS

    • Sell-side and Buy-side representation in purchase and sale transactions

    • Arrange and advise on equity and debt financing

    • Coordinate confidential search for sellers seeking strategic buyers

    • Coordinate acquisition search for buyers seeking strategic acquisitions

    • Arrange and advise on financial projections and business valuations

    • Coordinate exit planning feasibility studies for management buyouts and ESOPs

    • Coordinate due diligence processes for buyers and sellers

    • Transaction tax planning

    • Structure and negotiate letters of intent

    • Negotiate and draft asset and stock purchase and sale agreements

 

  • FINANACE

    • Bank and other types of debt financings

    • Private equity

    • Venture capital

    • Stock/equity sales and redemptions

    • Employee stock/equity incentive plans

 

  • GENERAL BUSINESS ADVISORY

    • Business growth, exit and succession planning

    • Family business transfers

    • Tax planning

    • Debt and capital restructuring

    • Tax free spin-offs and split-ups

    • Contract structure and negotiation

    • Purchase and lease of real estate

    • Joint ventures and development agreements

    • Business start-ups and new ventures

    • Franchise offerings

    • Independent contractor agreements for outside consultants

    • Vendor agreements

    • Privacy and data protection

 

  • GOVERNANCE

    • Board size and structure

    • Family business operations and transition planning

    • Reporting obligations to shareholders/members, government/public authorities and others

    • Company records maintenance and review

    • Performance measures and monitoring

    • Officer and director duties

    • Office and director performance/incentive compensation

    • Conflicts of interest

    • Compliance best practices, including auditing and training

    • Related party transactions

    • Indemnification, Insurance and risk management

    • Shareholder/member rights and obligations

    • Other officer and director governance matters

 

  • EMPLOYMENT MATTERS

    • Employment agreements

    • Confidentiality, non-compete and non-solicitation agreements

    • Succession planning

    • Incentive compensation arrangements

    • Deferred compensation

    • Equity based compensation including stock options, phantom stock and SARS

    • Profit sharing plans

    • Employment policies and handbooks

    • Training other employee education programs

    • Investigations

    • Employment related litigation

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  • CREDITORS' BANKRUPTCY RIGHTS

    • Relief from the automatic stay

    • Reclamation of goods

    • Defense of preference litigation and fraudulent transfer actions

    • Challenging lien avoidance

    • Claim administration

TEAM

Nathan Berry

Justin Edelson

Robert Freedenburg

Connie Wilson

Jacqueline Wolpert

John R. Zonarich

Robert Waeger