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Corporate, Securities & Tax

Miles & Stockbridge is one of the preeminent corporate and general business law firms in the mid-Atlantic region. We represent privately held and publicly owned companies including those in manufacturing, distribution, real estate development, and various service industries.  Our clients include companies with issues concerning  government contractors, e-commerce and internet services, health care, and real estate investment trusts.

Many of our client relationships have existed for decades, and our lawyers combine extensive industry knowledge with sound business advice and skilled legal counsel in their roles as valued counselors to owners, managers and other independent advisors. We work to ensure that our clients reach their business and financial objectives, using the full resources of the firm to provide timely, practical, effective, and cost-efficient guidance in four broad areas: governance and compliance; capital raising; transactions; and tax advice, controversy, and litigation.

Governance and Compliance

We help clients of all sizes choose the right business form to successfully manage liability, tax, financing, business succession and property transfer issues and emphasize flexible operating structures that allow for future change and growth. We work diligently with corporate board of directors, officers and in-house counsel to assist them with meeting their fiduciary responsibilities and with meeting all of their companies' responsibilities under the complex and changing maze of federal and state laws and regulations relating to corporate governance. We are skilled at putting ourselves in our client's position in order to evaluate the risks and requirements relating to corporate compliance issues. This applies to a complex web of federal and state regulatory matters, including:

  • Public disclosure obligations under the federal securities laws
  • The requirements of Sarbanes-Oxley
  • Regulatory issues with government contractors
  • Joint ventures
  • Bid Protests
  • Contracts and teaming agreements
  • General corporate governance issues and disputes

A team of Miles & Stockbridge lawyers provides counsel regarding Maryland corporate law to a number of real estate investment trusts and investment companies' mutual funds, closed-end investment companies and business development companies that are organized under Maryland law.

Capital Raising

Advising clients on the legal and business issues involved with raising capital is at the heart of our corporate practice. We work to understand each client's business and internal financing needs. That understanding enables us to provide clients with a practical business perspective on their capital needs and structure and to provide advice concerning how their requirements may be best met through the use of a variety of equity and debt instruments. Our corporate lawyers assist companies with public offerings of debt and equity securities. We also represent issuers and placement agents of securities sold in private placements and assist growing entrepreneurial companies in connection with angel, venture capital and private equity financings. Capital is a truly global commodity, and we have developed substantial experience with complex global financing issues. An extensive network of legal and financial counsel worldwide enables us to regularly assist clients with:

  • International equity issues
  • Loan agreements and letters of credit
  • Project finance, interest and currency swaps
  • Tax driven financings

Transactions

We are highly skilled advisers on all the transactional needs of successful and growing businesses. Miles & Stockbridge has a large and sophisticated mergers and acquisitions practice, encompassing deals ranging in value from the low millions of dollars to more than a billion dollars, involving cash, the exchange of securities and various other forms of consideration. We have handled complex "roll-ups" involving multiple and simultaneous mergers and related financings, and have substantial international merger and acquisition experience. Our lawyers also help structure a variety of other business arrangements including:

  • Joint ventures
  • Licensing and outsourcing transactions and agreements
  • Distribution arrangements
  • Sales representation contracts
  • Strategic collaboration agreements

Tax Advice, Controversy, and Litigation

We represent clients in all aspects of federal, state, local and international taxation.  Our experienced attorneys help businesses, individuals, and tax exempt organizations plan and achieve their financial objectives while maximizing their tax advantages. Our comprehensive practice includes:

  • Advising on advantageous deal structures when buying and selling businesses
  • Business tax planning
  • Mergers and acquisitions tax planning
  • Estate and income tax issues and disputes
  • Real estate tax planning
  • Entity formations
  • Securing and maintaining tax-exempt status for exempt organizations
  • Providing public finance services to governments and nonprofits
  • Tax controversies, litigation and appeals at the local, state and federal levels
  • Defending refund claims and obtaining abatements related to local, state and federal taxes
  • Counseling and assisting with voluntary disclosures at the local, state and federal levels
  • Advising on tax issues related to the purchase or sale of business assets
  • Counseling on local, state and federal tax audits and contesting assessments at the audit, administrative, tax court and appellate levels
  • Advising and assisting on obtaining offers in compromise, installment agreements and other collection alternatives available to clients
  • Contesting real and personal property tax valuations and assessments
  • Advising on application of transactional taxes (i.e., sales and use tax)
  • Counseling individuals on domicile and residency
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