Private Companies

Our private company group serves the special needs of non-public companies, we believe private companies are more than just “pre-public companies” and we develop unique solutions for their needs.

Our experienced private company lawyers appreciate that the no nonsense management style of owner operated companies works best with direct and prompt interaction between experienced lawyers and shareholder owners. Multiple layers of bureaucracy and double handoffs interfere with the immediate understanding and quick responses which closely held businesses need to tailor their business strategies to the requirements of the law.

Finally, our approach to business succession engagements may most clearly illustrate the unique counselor role of the private company lawyer. This reaches beyond the simple act of transferring ownership and requires a career concentration in representing privately held firms.

Experience Counts

The following is a sample of the range of matters handled for our private company clients:

Organized an Internet joint venture between communication company market leaders.
Represented a substantial materials handling company in connection with obtaining a no further remediation letter from state environmental authorities following years of alleged environmental releases.
Successfully pursued a claim for real estate tax contributions from a tenant which had declared bankruptcy.
Defended the major shareholder of an engineering corporation concerning disagreements and allegations of breach of fiduciary duties asserted by a minority shareholder and negotiated an amicable resolution.
Represented joint venture and joint venturers in the creation of an acquisition/joint venture to acquire and develop a technologically advanced system of manufacturing composite materials.
Advised privately held financial services company on corporate governance issues, including expected private company responsibility trends in light of Sarbanes-Oxley.
Counseled a brokerage firm and its major shareholders in the development of a succession plan for the younger generation of managers to fund and acquire the interest of the older generation of owners.
Negotiated and documented one-of-a-kind revolving credit and term loan agreements for special regulated industry borrower.
Developed online marketing program and assisted in the selection and creation of the owning entity.
Prepared private offering memoranda for financial services company, counseled on procedures and practices during fund raising efforts and rendered regulatory counsel in connection with the private placement.
Counseled and negotiated client’s participation in a governmental contract “beauty contest” and eventual award for the lease of government owned real estate.
Advised shareholders on entity selection and on cross-border taxation in connection with the creation by a Canadian company of a United States operating division/ subsidiary.
Served as lead counsel in connection with the restructuring of multi-bank European credit arrangements to extend payment dates following a delayed project startup.
Advised a machinery manufacturer in the development of its customer contracts and on ongoing customer relationship issues.
Formed online advertising entity and advised concerning intellectual property restrictions and opportunities.
Assisted an international trading company in negotiating the closure of an asserted gap in insurance coverage in a replacement corporate liability policy.
Represented a machinery manufacturer in an action against a former employee who misappropriated trade secrets and confidential information and accepted employment with a competitor.
Counseled audit committee concerning corporate misdeeds and fiduciary duty questions at ongoing audit committee meetings.
Designed employee benefit plans for corporations and counseled with respect to ongoing qualification, claims, duties and obligations.
Counseled family investment company with respect to partnership and hedge fund investments.
Advised registered investment representative client concerning organizational and ongoing regulatory issues.
Designed ownership succession plan and management retention arrangement for a fast growing service company.
Developed and administered litigation-oriented accounts receivable collection program on behalf of major catalog seller.
Advised family in the creation of family limited partnership to hold family investments and assisted in family financial planning.
Advised professional representation agency concerning shareholder repurchase arrangements and talent contract matters.
Designed stock option and restricted stock program for major industrial concern.
Served as acquirer’s counsel in connection with acquisition of major accounts receivable, accounts payable and inventory control software and further representation concerning warranty claims after installation.
Engaged as offeror’s counsel in auction for the acquisition of assets of a well-known publication.
Represented management in a leveraged management buyout and designed executive incentive compensation programs.
Developed a leveraged ESOP plan for Midwest-based service company, advised in connection with tax-free sale of a portion of key shareholdings to the leveraged ESOP, and offered ongoing ESOP counseling.
Prepared reorganization plan for existing family of corporations and assisted in the plan implementation.