Corporate

We understand the unique needs of new businesses and emerging companies and are skilled in providing new businesses with flexible structures that enable them to grow, develop and succeed. With our emphasis on practical, efficient service, we provide cost-effective solutions for the legal needs of new businesses. Among other areas, we are experienced in the formation, strategic structuring and early-stage needs of for-profit and not-for-profit corporations, limited liability companies, partnerships and joint ventures.

We routinely counsel our clients on a wide variety of operational matters including the negotiation of leases, licenses, and other agreements of an operational nature across many industries. Our extensive experience in the area of business operations allows us to promptly analyze a contractual situation and work with our clients to bring the matter to a satisfactory conclusion.

We also possess extensive experience with navigating our clients through complex corporate governance issues involving the rights and responsibilities among officers, directors, employees, and stakeholders of a company. Our attorneys regularly counsel our clients on a variety of issues facing businesses with respect to compliance and corporate governance.

Examples include:

• Advising boards of directors and other governing bodies
• Special committee representation
• Corporate compliance plans
• Conflicts of interest
• Risk management services
• Implementing employee or executive compensation and equity incentive plans

Our attorneys are skilled and experienced at representing both buyers and sellers, as well as shareholders, boards of directors, executive officers, brokers and other parties, in business transactions of all types and sizes, whether involving private or public companies, including:

• Mergers & acquisitions
• Consolidations
• Stock and asset purchases
• Separations
• Reorganizations and recapitalizations
• Spin-offs and split-offs
• Buy-outs
• Contests for corporate control
• Joint ventures
• Strategic alliances

We have extensive experience advising on the full range of data privacy and protection laws, industry standards and issues. Our lawyers regularly counsel clients on data-use issues, data transfers, and privacy compliance under U.S. and foreign laws. We conduct comprehensive privacy/cybersecurity risk assessments, often in the context of mergers, acquisitions and other transactions. In the event of a data breach or alleged improper use of data, we provide swift, effective cybersecurity incident response and represent clients in related litigation and government investigations. Our services include working with clients on:

• The privacy and safeguarding of various types of customer data and employee information (including personal financial and health information)
• Identifying and implementing data security best practices and developing security procedures, including multi-jurisdictional website privacy, and acceptable use policies (including GDPR compliance)
• Fraud assessment and controls
• Incident response and mitigation, including crisis management and media relations
• Regulatory compliance (e.g., HIPAA-HITECH, GLB)
• Data protection and privacy issues in mergers & acquisitions, technology transfer, and other transactions
• Vendor management and oversight
• Best practices for information retention and destruction requirements
• Cross-border data flow practices and requirements

Our business and transactional attorneys understand the nuances of private equity transactions from working with large and middle market private equity investors and fund sponsors in the acquisition and disposition of portfolio holdings and from assisting numerous sellers in transactions with private equity firms. We have extensive experience in all aspects of an acquisition/investment transaction, including tax structuring, financing, and complex acquisition/investment negotiations. Together with our venture capital team, we assist clients throughout every stage of the investment cycle, providing a seasoned perspective of the private equity industry and an understanding of markets, trends and issues. We also provide a full range of legal services to individual portfolio companies during the term of the investment, including with respect to general operational matters, corporate governance matters, regulatory compliance, add-on acquisitions, and divestitures, all informed by a sophisticated appreciation of the sponsors’ interests and priorities.

We meet the legal challenges involved in investing in and offering securities on behalf of companies and are also experienced in advising investors, investment advisors, underwriters, brokers, finders, agents and other parties involved in such transactions. In addition to providing critical guidance with respect to frequently evolving securities laws, our attorneys take the time to understand the financial needs of our clients’ businesses, making them an integral part of the success of a securities offering or other financial venture. Our attorneys handle complex transactions in this area including:

• Private placements
• Secured and unsecured debt offerings
• Investment partnerships
• Investment advisor regulation
• Employee compensation plans

We provide assistance both to start-up companies that seek financing and to venture capital funds seeking new investments. With our firm-wide focus on efficient staffing, we provide cost-effective representation to entrepreneurs, start-ups and early-stage companies in structuring all forms of venture financings. We regularly advise venture capital funds on the legal matters surrounding the formation and management of investments made by the funds.