Corporate Law

Corporate Law

General Business and Corporate Counsel

  • Legal and Compliance Related Questions
  • Acting as Outside General Counsel
  • Business Formation
  • Shareholder Agreements, Partnership Agreements and Operating Agreements
  • Formation of Joint Ventures
  • Securities Transactions – Offerings of Stock, Notes, Limited Partnership Interests and Membership Interests in LLCs
  • Convertible Debt Offerings
  • Representing Lenders and Borrowers in Asset-Based Lending Transactions
  • Structured Finance Transactions
  • Mezzanine Loan Transactions
  • Partnership Breakups, Buyout and Disputes
  • Credit Facilities, Loan Agreements and Commercial Transactions

General Business and Corporate Counsel

  • Legal and Compliance Related Questions
  • Acting as Outside General Counsel
  • Business Formation
  • Shareholder Agreements, Partnership Agreements and Operating Agreements
  • Formation of Joint Ventures
  • Securities Transactions – Offerings of Stock, Notes, Limited Partnership Interests and Membership Interests in LLCs
  • Convertible Debt Offerings
  • Representing Lenders and Borrowers in Asset-Based Lending Transactions
  • Structured Finance Transactions
  • Mezzanine Loan Transactions
  • Partnership Breakups, Buyout and Disputes
  • Credit Facilities, Loan Agreements and Commercial Transactions

Corporate Governance

  • Board Meetings and Drafting Annual Minutes
  • Legal Advice for Corporate Officers and Directors Including Legal Advice Regarding Fiduciary Duties and Avoidance of Possible Claims
  • Compliance, Drafting, and General Counsel on Officer Equity Plans
  • Counsel and Preparation of Various Corporate Governance Plans

Executive Compensation and Employee Benefits

  • Compliance with Department of Labor (DOL) Fiduciary Duties
  • Compliance with Conflict of Interest Rule Under DOL
  • Drafting and Preparation of Best Interest Contracts
  • Counsel and Compliance to Avoid Prohibited Transactions and Securing Exemptions from Prohibited Transactions
  • Preparation and Counsel Regarding Plan Design and the Governance of Securities and Related Transactions
  • Defense and Preparation for DOL Investigations and IRS Audits Related to Employee Benefits and Executive Compensation
  • Counsel Regarding Compliance with SEC, DOL, IRS and FINRA
  • Risk Management
  • Counsel and Preparation of Documents Regarding Collecting Investment Funds
  • Counsel and Representation of Fiduciary Compliance and Fiduciary Issues Related to Fund Formation, Corporate Transactions of Funds, Investment Managers, Plan Investors and Institutions Designing Financial Products
  • Establishing Best Practices for Fiduciary Conduct and Scope of Activities
  • Counseling Clients Regarding Fiduciary Advice Rules
  • Negotiating ISDAs and Other Instruments
  • Implementing DOL Operating Exemptions
  • Compliance with Disclosure Rules

Mergers & Acquisitions

  • Due Diligence and Disclosure Schedule Management
  • Purchase and Sale Agreements
  • Seller Financing
  • Bank Financing
  • General Counsel to Board of Directors Regarding Fiduciary Duties
  • Securities Offerings Related to M&A transactions
  • Legal Issues Related to M&A Following Closing of Transaction

Private Fund Formation and Investment Adviser Compliance

  • Investment Adviser Formation and Registration
  • Counsel Regarding Compliance with Investment Advisers Act and Investment Company Act
  • Compliance Counsel for Broker-Dealer
  • Investment Adviser Act and Investment Company Act Compliance
  • Transactions with Seed Capital Investors
  • Private Equity Fund Formation and Structuring Including Venture Capital and Hedge Funds
  • Restructuring Private Equity Funds, Hedge Funds and Venture Capital
  • M&A Related to Investment Advisers
  • Negotiating and Drafting Contracts with Service Providers
  • Capital Raising Transactions
  • Debt and Equity Securities

Securities Law

  • Public Offerings
  • Private Offerings
  • REITs and Real Estate Securities
  • Securities Law Transactions
  • Corporate Compliance, Regulatory Matters and Governance
  • Private Placement and Regulation D Filings

Startups and Venture Capital

  • Business and Entity Formation
  • Buy/Sell and Shareholder Agreements
  • Drafting and Negotiation of Employment, Customer and Supplier Agreements
  • Agreements to Protect IP Rights
  • Obtaining Financing from See, Angel and Venture Capital Investors
  • Equity Compensation Plans and Agreements
  • Developing and Implementing Strategic Business Combinations, Sale Transactions and Joint Ventures
  • Corporate Governance, Securities and Other Legal Issues
  • Venture Capital Formation
  • Executing Investment Exit Strategies