The firm's corporate practice provides counsel to clients involved in
a wide range of businesses, including telecommunications, manufacturing,
construction, computer software development and distribution, multimedia
production, business-to-business internet solutions, records management,
insurance companies and agencies, management consulting services, public
accounting, health care, food distribution and building supply. Clients
vary in size from private, closely held entities to public and multi-national
corporations.
A significant portion of the corporate practice centers on the representation
of clients in negotiating, structuring and closing of joint ventures,
equity and debt financings, mergers, and stock and asset acquisitions/dispositions
involving both public and private companies. The firm also advises Boards,
management, and other constituencies concerning severance, employment,
and non-competition agreements, and provides planning for corporate
benefit and executive compensation programs.
The firm's corporate attorneys also advise clients in entity selection
including comparative analysis of the tax aspects and other differences
among corporations, subchapter S corporations, limited liability companies,
limited and general partnerships, and limited liability partnerships.
The firm also provides advice regarding the on-going affairs of businesses,
such as drafting of articles of incorporation, bylaws, operating agreements
and partnership agreements; Board structure and governance issues; duties
of Board members, officers and shareholders; contract negotiation and
drafting; employment issues and agreements; securities law compliance;
stock option plans; shareholders agreements; and buy-sell arrangements.
The firm also represents not-for-profit corporations, including public
charities and private foundations and recently assisted in structuring
the formation of a public charity to engage in research and clinical
activities relating to multiple sclerosis. Services provided range from
advice in connection with specific tax exemption issues to assistance
with contract negotiations and general corporate matters.
