The modern practice of corporate law demands skill in several disciplines. Founded in 1979 on business planning and corporate law, our firm has maintained a size and mission specifically designed both to harmonize those disciplines, and to achieve the client's objectives at a cost commensurate with desired goals. Our practice includes:

  • mergers and acquisitions;
  • private equity and venture investments;
  • all aspects of energy development and financing;
  • choosing the right entity and tax structure;
  • joint ventures, licensing and other complex asset-sharing agreements;
  • debt financings;
  • securities law, including reporting issues and private placements;
  • tax planning and analysis;
  • bankruptcy, reorganizations and creditors’ rights;
  • employment and compensation arrangements; and
  • corporate governance.

Our single objective is to add value for clients while protecting them from undue risk. We handle large and small transactions, here and abroad.

Our clients similarly range from large public companies to emerging businesses and single investors. They include corporate boards and their committees and lone entrepreneurs. Our clients’ businesses are diverse, including public utilities, oil and gas, real estate development, investment banking, mining, manufacturing, medical practices, marketing, software development, and wireless communication.

Fields of endeavor include these:
Mergers and Acquisitions. Our lawyers have significant experience in mergers, acquisitions, and restructurings. They have designed, negotiated, and closed deals of all sizes, from $500,000 to over $1 billion. To each project, we bring to bear the necessary expertise to complete the deal, including experience in securities, tax, financing and governance.

Venture Capital and New Enterprises. Our lawyers represent emerging companies from the start-up phase through growth, including design and implementation of exit strategies. We have represented individuals and venture capital firms in their investment in new and growing businesses. This work has included assistance with structural issues, advice on various financing issues (including bank loans and private equity and debt), and assistance on governance issues and tax-benefitted incentive issues.

Securities. We represent issuers and investors in domestic and international placements of equity interests, including advising on disclosure materials and regulatory filings. Several of us have served as expert witnesses. Our securities law practice also includes advising on various broker-dealer compliance issues, reporting and disclosure requirements in various contexts, resale limitations and other securities law requirements, as well as counseling special litigation committees and providing other advice to boards of directors.

Tax. We advise entities and individuals on federal and state tax issues that arise in connection with various transactions, including mergers, acquisitions and dispositions, entity formation, compensation plans and arrangements, and the U.S. income tax consequences of international transactions. We provide tax planning and analysis on behalf of our clients before they undertake a particular transaction or enter into an agreement with tax implications.

General Contract Advice. Our corporate lawyers regularly engage in a variety of contract matters, including drafting, reviewing and negotiating letters of intent, distribution agreements, licensing agreements, operating agreements, joint venture agreements, shareholder agreements, security agreements, management agreements, employment agreements, and RFP’s for clients involved in a wide range of industries, including oil and gas exploration and development, utility-scale wind and solar energy projects, distribution of wireless and other telecommunication services, internet services and marketing, consumer data gathering and analysis, environmental consulting, investment banking, and medical practices.

Executive Compensation and Employment Issues. We advise both entities and senior executives on employment law issues, assist in the structuring of compensation packages for management personnel, advise on separation issues, and structure stock and other equity plans. We help prepare employee manuals, and assist in the drafting, reviewing and negotiating of employment agreements (including equity and deferred compensation arrangements). We counsel on employment issues under federal and state laws and regulations, and assist clients with related matters, including wrongful discharge, discrimination, wage issues and breach of contract claims. If the need arises, our litigators have extensive experience in employment matters.

Representative Transactions. Some recent examples of our corporate work include:

  • private placements of LLC membership interests and stock in oil and gas exploration and real estate development ventures.
  • representation of a major utility in power purchase agreements, option agreements and related financing documents, and the development of a utility-scale solar energy production facility.
  • representation of the seller of a $40 million copper mining operation.
  • representation of a German manufacturer in connection with its sale of hundreds of wind power turbines in multiple transactions.
  • legal assistance to several wind energy project developers in negotiation of real estate rights, offtaker contracts and financing agreements.
  • assistance to a back-office mortgage processing company in connection with its acquisition by UBS.
  • negotiation of a three-way marketing joint venture, for a local utility with an Ohio power company and a Florida utility.
  • helping an investor form a natural gas exploration and production company in Southeast Asia, the reorganization of that company as its value approached $500 million, and the ongoing representation of the company as it participated in the construction and operation of pipeline and production facilities to transport in excess of 100 million cubic feet per day of natural gas.
  • representation of a corporate borrower in the successful negotiation and closing of a $200 million line of credit with an international lending institution.
  • representation of medical practice groups and medical technology companies in employment and separation issues and agreements involving employees and owners.
  • advising boards of directors in connection with various shareholder issues, including the function of special litigation committees.
  • service to the United States Department of Justice as an expert witness in a securities fraud case.
  • negotiation and sale of a large minority block of a closely held company to the controlling family.
  • resolution of a law suit between deadlocked shareholders, by mediation of a purchase and sale of shares.