M&A, Private Equity and Joint Ventures:
A
significant part of our business law practice involves counseling buyers,
sellers and investors in connection with private placements, mergers
and acquisitions. The following are only a few examples of our M&A
and private equity work:
-
Negotiating
and closing multi-million dollar sale of business in Caribbean
-
Counseling
sellers of family-owned independent pharmacies to national pharmacy
chain
-
Advising
management and investors in a multi-million dollar buyout of a division
of a large technology company
-
Representing
individual investors in healthcare products and services companies
-
Handling
corporate formation and preparation of Founders' Agreement and seed
round convertible notes for custom publishing start-up
-
Representing
the buyer of a wireless internet service provider
Increasingly
companies have come to realize that their individual resources are at
times insufficient for the utmost level of success in the marketplace.
Under the right circumstances, a partner with complementary technologies
or contracts, relevant experience, or financial resources could facilitate
market penetration and increase the likelihood of success. We work with
our clients to help identify initially whether the joint venture is
the appropriate arrangement and, if so, to draft suitable documents
to reflect accurately the unique business terms and rights and responsibilities
of the parties. We enjoy crafting a joint venture arrangement because
by its very nature it involves drafting a relatively complicated agreement
without useful precedents, enabling us to showcase the strength of our
creativity.
Contracts:
Contract
review, drafting and negotiation are among the main strengths of our
firm. We are often asked to identify issues in pending or existing contracts
and advise our clients of their potential impact. In our contract drafting,
we always strive to write concisely and clearly so that the obligations
of the parties are easily understood. Our negotiation skills have been
honed through experience. We have consistently proven that we can adapt
our skills to the given situation and business deal so that our clients’
interests are protected and their operations are not unduly limited.
Again, we are practical and we advise based on an assessment, together
with our client, of the costs and business risks involved. We avoid
being adversarial whenever possible and believe that potentially long-lasting,
mutually beneficial relationships among the parties to a contract begin
in a negotiation where each party feels treated fairly.
Lending:
We
have worked on loan closings totaling hundreds of millions of dollars.
Whether a commercial or residential loan, our approach to lending transactions
is consistent: we are thorough, responsive and proactive. Our clients
appreciate our practical and creative approach to solving issues preventing
consummation of the transaction. We work very hard to ensure that the
interests of our lender clients are protected to the fullest extent
of the law and that the interests of our borrower clients are not unduly
restricted.
Employment:
We
advise our clients on general employment issues ranging from employment
agreements to compensation matters to claims of wrongful termination.
We work with human resource coordinators to handle employment issues
as they arise in order to minimize disruption and exposure to our clients.
Our advice is consistently decisive and practical in terms of the particular
client’s current situation and longer-term goals.
Business
Succession Planning:
An
important component of our business law practice is business succession
planning, and we are proactive in our transactional practice in identifying
such opportunities. We work with families to plan the transition of
business ownership, while minimizing tax liabilities and family acrimony.
Many issues arise due to the failure to plan ahead and recognize differing
interests of the family members involved. We consistently offer level-headed
and objective advice, striving to preserve wealth and long term family
relationships.
Business
Law Transactions
David
M. Belcher, Head of Business Practice