print letterhead

Business Counseling, Contracts & Transactions

As general counsel for our clients, we handle a wide spectrum of business counseling, contract and transactional issues over a broad range of industries — from manufacturing, real estate, construction services, life sciences, financial services and health care to technology, entertainment, distribution and transportation.  We work directly with the senior management and in-house counsel of many public and private companies, some of which we have counseled for more than four decades.  We apply our legal knowledge and business insight to anticipate and prevent problems, manage risks and eliminate obstacles to our clients’ growth.  Just as importantly, we bring a practical and proactive approach to the day-to-day issues of business operations and relationships.

Helping clients grow their enterprises by achieving their short-term objectives and long-range goals is a major focus of our business counseling and transactions practice, and the assistance we provide illustrates the full range of our capabilities.  With our skill at entity formation, we provide guidance on creating business structures that offer significant tax advantages while protecting assets and maximizing flexibility for future growth and financing.  These financing options extend from public stock offerings to the addition of new angel investors in privately owned ventures.  We facilitate procurement of equity and debt financing, using our substantial relationships with venture capitalists, investment banking firms, commercial banks and other lenders, as well as our experience in specialized forms of financing such as tax-exempt bond financing and equipment leasing.  When expansion entails site selection for a new facility, our lawyers’ knowledge of the regional real estate market and extensive contacts with local officials are key advantages in selecting the site and securing development clearances, and in finalizing the financing, development, construction and leasing arrangements.  Finally, we attend to a host of details involving business operations — from insurance and risk management issues, to benefit and compensation incentives for key employees, to regulatory approvals for new products or activities.

Drafting and negotiating of agreements and contracts of many types also demonstrates the diverse legal and business skills of our lawyers.  We regularly protect the interests of our clients through effective preparation and vigorous enforcement of contracts covering many aspects of business relationships, including:

  • Supply and purchase agreements
  • Agency agreements and sales representation contracts
  • Alliance and collaboration agreements
  • Dealer, distribution and franchise contracts and agreements
  • Joint development and joint venture agreements
  • Licensing contracts and arrangements
  • Specialized service agreements

In addition to contractual arrangements of these kinds, we have handled many complex and specialized contract issues.  For example, our Firm has developed manufacturing contracts that protect a manufacturer of pharmaceutical processing equipment as it fulfills specialized pharmaceutical production orders from customers, and has protected the interests of a unique insurance agency whose carrier for a specialized form of insurance coverage terminated its agency agreement.