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

Nathan Berry

Gregory Chelap

Justin Edelson

Robert Freedenburg

Robert Waeger

Connie Wilson

Jacqueline Wolpert

John R. Zonarich