Corporate & Business Matters

We are regularly engaged by clients to handle a wide variety of business and corporate matters, including:

  • Formation and restructuring of entities, including corporations and pass through entities with multiple owners and diverse rights and obligations, requiring the design of complex shareholder and partnership/operating agreements and creative use of “check-the-box” tax elections;
  • Drafting of resale, distributorship, OEM, manufacturing, intellectual property licensing, non-competition and joint venture/strategic alliance agreements;
  • Representing franchisees in a broad range of generic as well as industry-specific matters, including hotels, restaurants and business services;
  • Representing medical practices in formation of business entities, compensation and related healthcare regulatory matters;
  • Structuring the offshore and domestic series of entities and arrangements for inbound investments and for outbound transaction by US companies; and
  • Advising foreign business entities with respect to importation into US and and US sales activities.

Recently, we have represented:

  • A multi-national manufacturing concern with respect to its US and foreign operations in China, Brunei and other countries, including international tax planning and drafting of complex supplier chain agreements;
  • A major vacation homes management company in a series of financings and structuring of an executive incentive program in the form of profits interests;
  • A private investment fund in negotiating a warehouse credit line for indirect financing of the retail sale of handicapped-modified motor vehicles;
  • A generic drug distributor in numerous joint ventures with drug manufacturing companies;
  • A pharmaceutical industry consultant in the negotiation and exercise of compensatory stock options of a publicly traded Chinese pharma company;
  • A manufacturer in the acquisition of a new factory and the negotiation of related financing with multiple co-borrowers and subordinated debt;
  • A hotel management company in various transactions, including its management agreements, a contested divestiture of its interest in a major flag hotel property, investments in various hotels, and development of a bond-financed hotel;
  • A financial industry services company in a series of multi-step recapitalization and debt restructuring transactions;
  • A foreign shareholder in successful opposition to a squeeze-out merger and related negotiation of intellectual property rights; and
  • A private school in obtaining Section 501(c)(3) tax exempt status.