Business

We represent our entrepreneurial clients through the life cycle of their businesses, from start-up through growth, financing, raising capital, ownership and management succession, and mergers and acquisitions services -- protecting our clients and meeting their legal needs along the way. We understand that closely held businesses form a significant part of the personal assets of each client, and present significant financial risks.

Our services in this area include:

• Entity Formation and Maintenance
• Business Ownership Agreements
• Business Contracts
  • Customers and Suppliers
  • Employees and Consultants
  • Joint Ventures
  • Intellectual Property Protection
  • Technology Licensing
  • Confidentiality and Non-Competition
• Loan and Credit Facilities
• Ownership and Management Succession
• Mergers and Acquisitions

Representative Engagements

1. Represented seller of manufacturing business in sale of unincorporated division of business to multi-national buyer and incorporated remaining business as new company.
2. Represented a health care services provider with centers in various states in the Midwest, South and Southwest. We have represented this client in acquisitions, divestitures, joint venture arrangements and all non-regulatory legal matters, and formulated and helped implement ownership and management succession structure.
3. Represented large, diverse group of sellers with different goals in the sale of a controlling interest in an independent trust company and asset manager, after representing the business as outside general counsel for several years.
4. Represented buyer in an asset transaction which provided buyer manufacturing and distribution business with significant synergistic new product line, and dealt with the issue of seller's facilities containing on-going environmental contamination discovered during pre-closing due diligence.
5. Represented a seller in an asset transaction, which included a manufacturing facility with an on-going, adverse environmental condition.
6. Represented sellers in stock sale to non-U.S. buyer of multi-state distribution business, after representing business in numerous acquisitions, financing and as outside general counsel for several years.
7. Defended significant litigation among family members for control of a family owned distribution business; counseled client as to the structure of the purchase of such business.
8. Negotiated licensing and consulting agreements with major technology vendors including outsourcers and facilities managers in the telecommunications, consumer products and financial industries. Also represented client in vendor audit situations.
9. Worked with software developers to develop product licensing strategies to assist in promoting product profitability.
10. Prepared and negotiated licensing agreements for not-for-profit clients to protect rights in data and other intellectual property rights.
11. Represented seller of a domestic and foreign industrial manufacturing operations in sale of unincorporated division of business to multi-national buyer, and organized the remaining business as a new entity.
12. Representation of buyer in the negotiation, structuring, and financing of the acquisition of a multi-state fabrication and distribution business and accompanying commercial real estate. The transaction included employment and/or consulting agreements and incentive programs as a means for retaining the owners of the purchased business.
13. Negotiated and facilitated acquisition of two businesses, (distribution and manufacturing), for a long-standing client for whom the firm has acted as outside general counsel for many years.
14. Represent two separate international corporations in an international disputes involving tobacco manufacturing.
15. Provided counsel and advice to two brothers, and developed and implemented the plan to complete the transition of their various businesses to certain third- generation family members.
16. Successfully represented client involved in the creation, design, development, manufacture and distribution of a wide range of consumer products in contract negotiations with a prominent direct response media outlet for promotion and sale of those products, as well as with international manufacturer for the production of these products.
17. Represented client in asset sale of technology recruiting company which provided recruiting services to Fortune 500 companies.
18. Prepared and negotiated licensing agreements for not-for-profit clients to protect rights in data and other intellectual property rights.
19. Played an instrumental role in the formation of one of the first nonprofit corporations dedicated to providing and improving the quality of child care available to low- income families. This organization has also received national attention with plans to establish similar entities throughout the country. The corporation was initially funded by grants from municipalities and private foundations. Our firm served as general counsel to the corporation, providing a broad range of legal services to its officers and directors.
20. Represented a designer in the formation and subsequent growth of business through sales representative agreements, independent contractor agreements and expansion of sales through negotiations and conferences.