Corporate and Business Transactions and Other 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;
• Commercial loan transactions on behalf of borrowers and lenders;
• Drafting of major leases and 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; and
• Structuring the offshore and domestic series of entities and arrangements for inbound investments and for outbound transaction by US companies.

Recently, we have represented:

• A major Savannah-based logistics company in an internal buyout and all aspects of its governance and 3PL business activities;
• The major vacation homes management company in a series of equity and debt financings and structuring a comprehensive employee incentive program in the form of profits interests;
• 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 supply chain agreements;
• A private investment company that acquires hotel properties for conversion into residential apartments, including documentation of its management and capital structure;
• 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; and
• A manufacturer in the acquisition of a new factory and the negotiation of related financing with multiple co-borrowers and subordinated debt.