top of page

Our Law Practice

 

We provide a broad range of corporate and transactional legal services:

General Corporate

Many of our clients retain us to act as their “outside inhouse counsel.”  This arrangement has three primary benefits: (i) we develop an in-depth familiarity with our client’s specific business, culture and legal needs; (ii) we maintain a long-term relationship, which facilitates efficiency (with lower cost legal advice and service AND lower employee headcount for the client); and (iii) we become an integral part of our client’s management team.  The specific general corporate services we provide include: 

 

  • Formation of entities and preparation of related documentation

  • Founders’ agreements, shareholders’ agreements, operating agreements, partnership agreements and buy/sell agreements

  • Employment and consulting agreements

  • IP agreements, including confidentiality and inventions assignment agreements, terms and conditions, and privacy policies

  • Structuring of equity ownership, including vesting issues

  • Corporate governance, board of director matters and voting agreements

  • Equity and non-equity based incentive compensation and option plans

  • Bank and loan documents and agreements

  • Dissolutions and liquidations

Blockchain technology is a nascent innovation that is providing exciting new applications in both finance and law.  As a result, several regulators have already signaled their intention to examine the use of blockchains.  While potentially attractive to regulators due to increased transaction security and reduced risk of manipulation, this new technology gives rise to difficult legal and regulatory challenges.  Our firm has been active in analyzing the regulatory implications of blockchain platforms and offerings, including:

 

  • assisting a leading European Blockchain incubator in reviewing and assessing their projects from a regulatory prospective

  • providing international regulatory advice to Blockchain platforms

  • assisting with compliance with securities and investment regulations

  • advising countries and their regulatory agencies on the development of new laws relating to Blockchain investments 

Real Estate Development

Structuring and financing of real estate developments post the Great Recession has become exceedingly complex.  We have significant experience in structuring real estate development investment funds as well as working with surveyors, land planners and developers in structuring, financing and documenting their transactions, including:

​

  • Preparation and structuring of fund documents

  • Negotiating and preparation of developer agreements

  • Structuring agreements between land owners and developers

  • Analysis of PUD / PDD agreements

  • Financial modeling of development returns

  • Coordination between land planners, developer and land owners

Tax

Transactions

Federal and state securities laws are complex and require experienced lawyers to help navigate them.  Indeed, non-compliance with applicable securities laws could result in serious adverse consequences, including a right of recission for the securityholders (i.e., the right to get their money back), injunctive relief, fines and penalties, and even possible criminal prosecution.  Our lawyers are experienced securities attorneys, who assist our clients in all kinds of securities-related matters, including: 

 

  • Creation of capital structure

  • Seed capital financings (including friends & family)

  • Angel and venture capital financings

  • Subscription agreements and “accredited investor” documentation

  • Private placements and related SEC and state filings, including SEC Forms

  • Reverse mergers

  • Fund formation

  • Initial Public Offerings

  • SEC compliance

Securities

Our corporate transactional practice is the core of our business. Our attorneys have had years of experience handling major, complex transactions.  We have practiced at some of the most prestigious law firms in the country.  We have also started and run companies and been the client.  Accordingly, we understand the key issues and how to get deals done efficiently and at a cost that makes business sense.  We provide extraordinary hands-on service and advice in connection with the following types of deals: 

 

  • Debt and Equity Financings (see “Securities Law Matters” below; the advisory side of our business also helps arrange debt and equity financings of all types)

  • Corporate finance transactions of all types

  • Strategic investment structuring and negotiation

  • Intellectual property commercialization, licensing and other technology transactions

  • Credit and loan facilities of all types

  • Strategic alliances, joint ventures, outsourcing and other partnering transactions

  • Commercial contracts, including services agreements, partnering agreements, vendor/supplier agreements and OEM agreements

Mergers & Acquisitions

As deal lawyers, M&A work is one of our main areas of expertise. Our partners have closed billions of dollars of M&A transactions for dozens of businesses in a variety of industries.  We know all aspects of M&A work, including: 

 

  • Deal and tax structuring work

  • Asset acquisitions

  • Stock and equity purchases

  • Leveraged buy-outs (LBOs)

  • Management buy-outs (MBOs)

  • Divestitures and dispositions

  • Tender offers

  • Restructurings and recapitalizations

Blockchain Regulation

US federal and international tax laws are exceedingly complex - particularly in the context of investment funds.  Our lawyers have worked on investment funds in numerous prominent jurisdictions including Germany, Luxembourg, Ireland, the Cayman Islands, the BVI, Mauritius and of course the United States.   We have represented private equity, real estate and alternative asset fund managers making investments across sectors as diverse as Life Settlements, African Telecom, and Real Estate.  Areas we focus on include:

 

  • Creation of optimal tax structure

  • Analyzing US tax consequences associated with cross-border transactions

  • Implementing tax-efficient international operating structures

  • Advice related to the taxation of US citizens abroad

  • Advice to international companies with US tax planning related to expansion or operations within the US

  • Advice regarding tax-efficient methods for the use of international tax treaties to minimize worldwide taxation and strategies for the repatriation of profits either to or from the US

bottom of page