Our lawyers work as a team with entrepreneurs and management, helping businesses at every developmental stage with strategic planning, transactions, day-to-day legal issues, and other challenges.
We provide a wide range of business, transactional, and commercial law services to businesses of all sizes and to individuals. Our clients include start-up and emerging growth companies, venture- and private equity fund-backed businesses, entrepreneurs, executives, and investors. We offer services that supplement and support the capabilities of our clients’ in-house counsel, and also act as outside general counsel for many companies.
Our lawyers provide services to both regional and national clients across many industries, including consumer goods, financial services, information technology, transportation, manufacturing, franchisees, consulting firms, and professional practices (medical practices, accounting firms and law firms).
Meet the Corporate and Transactions TeamOur clients benefit from our “big firm” experience and our personalized, smaller-firm service. Together, we have decades of experience at large law firms and in business. We bring those backgrounds, along with judgment, sophistication and diverse experiences, to solve our clients’ problems and to get the deal done.
We are nimble and resourceful. That, combined with the breadth and depth of our practice, allows us to anticipate and meet our clients’ needs in a practical, cost-effective and creative way.
We have spent our careers representing large businesses, individuals, and almost everything in between. We regularly advise on day-to-day legal matters as well as “bet-the-company” transactions. We value being a trusted advisor for our clients.
Business Organization & Management/Corporate Governance
We advise entrepreneurs on the type of business entity to form, taking into consideration tax treatment, desired ownership and management structure, and financing and exit strategies. This includes advice with respect to the relationship among stockholders and partners and the terms of stockholder and partnership agreements, including buy-sell arrangements. We draft, review and negotiate the documentation that creates or modifies for-profit and non-profit corporations, limited liability companies, and partnerships.
We counsel companies concerning matters of corporate governance and the legal relationships among stockholders, board of directors, management, and lenders. We also represent clients, ranging from entrepreneurs and family businesses to mature companies, in structuring, negotiating, and documenting the formation and governance of business relationships, partnerships, and joint ventures.
We represent clients in terminating and extricating themselves from business relationships. Our business lawyers have been successful in achieving favorable results for many clients in bitterly negotiated or contested “business divorces.” Because of our extensive experience in handling business divorces, we are keenly aware of the planning issues involved in forming business relationships. Our lawyers counsel clients to minimize risks associated with controversial separations.
We represent boards of directors, board committees, and executive officers with respect to their fiduciary duties.
Commercial Contracts, Trademarks & Licensing
The success of any business depends on its ability to be productive operationally. Understanding this need, we represent owners and managers of businesses of all sizes in formulating standard contracts for general use, such as purchase orders, supplier/vendor contracts, equipment leases, employment agreements, independent contractor agreements, restrictive covenants, and confidentiality agreements.
We also represent clients in developing and negotiating customized contracts for complex commercial transactions, such as licensing and royalty arrangements, website and other software and technology development and transfer agreements, manufacturing and wholesale arrangements, import agreements, distributorship arrangements, marketing and agency/brokerage relationships, franchise acquisition and development, services agreements, employee leasing, management and consulting contracts, deferred compensation programs, stock appreciation rights, and other incentive compensation arrangements. We advise on trademark protection and enforcement.
Corporate & Strategic Planning
Our lawyers often are called upon to counsel management of entrepreneurial and middle market companies in the formulation and implementation of business plans, personnel policies, corporate policies, strategic plans, and succession plans. In providing these services, we are part of the team, acting as their general counsel and business adviser, working in coordination with accountants, appraisers, investment bankers, marketing consultants, and other professionals.
Emerging Growth & Business Counseling
We have extensive experience in working with entrepreneurs in different industries on their day-to-day legal and business challenges as well as planning for longer term growth and exit. Our start-up and emerging company clients appreciate our cost-effective, pragmatic, practical, and value-added legal services. Our lawyers advise entrepreneurs on every aspect of their business, including entity structuring, corporate finance, mergers and acquisitions, employment issues, equity compensation and stock options, licensing, distribution, securities law compliance, and dispute resolution.
For our entrepreneurial and middle-market clients, we often serve as “outside general counsel,” and for our larger clients, we provide services that supplement the capabilities of their in-house attorneys. In complex transactions, our business lawyers often work in tandem with attorneys from other substantive practice areas of the firm, including Tax and Estates, Real Estate, Environmental Law, and Bankruptcy. If a business client becomes involved in a dispute, we may call upon our colleagues in the Litigation practice, which includes some of the preeminent litigators in the region. We staff every matter with the attorneys who form the most effective team for our client.
Joint Ventures & Strategic Alliances
Our business lawyers work with clients to carefully structure, negotiate, and document joint ventures and strategic alliances, often formed through franchising, license, and royalty agreements; manufacturer-distributor arrangements; product development and marketing coordination agreements; agency and representative arrangements; brokerage agreements; service agreements; management agreements; and a variety of other creative and customized structures. As circumstances change, we also counsel clients in the restructuring or termination of joint ventures and strategic alliances.
Labor & Employment
We regularly advise employers and management, as well as executives and professionals, such as physicians, dentists, and attorneys, on employment agreements, equity compensation, employment termination issues, non-competition and non-solicitation covenants, protection of confidential information and trade secrets, wrongful discharge, and employment discrimination and harassment.
Lending & Finance
We offer services in connection with bank lending, acquisition finance, and vendor financing. Our business lawyers have experience in representing borrowers and lenders (including national and foreign banks) in asset based, cash flow, and other commercial financing arrangements. These transactions include the extension of credit to finance real estate purchases, business acquisitions, reorganizations, and highly leveraged transactions, and in loan modifications, restructurings, and workouts.
Mergers, Acquisitions & Divestitures
Our business lawyers are experienced in representing buyers, sellers, boards of directors, and other interested parties in negotiated mergers, acquisitions, and divestitures. We have handled stock, asset, and merger purchase and sale transactions valued from a few hundred thousand dollars to more than $2 billion in many industries.
We assist clients in setting and evaluating transactional goals and in optimizing the benefits realized from the transaction, including tax and financing benefits, while minimizing their exposure to liability. As part of our practice, we draft and negotiate non-disclosure agreements and letters of intent, counsel clients in designing and conducting a due diligence investigation of target companies and ensuring compliance with applicable trade, antitrust, securities regulation, labor and employment, and other laws and regulations. Our attorneys have handled dozens of M&A transactions that have presented particularly challenging or unique circumstances. In conjunction with our bankruptcy practice, we have represented sellers in financial distress who would otherwise have been pressured to sell all or a portion of their business. In addition, we have particular experience in industry specific roll-up transactions, as well as transactions involving the purchase and sale of electric power generation plants and holding companies.
Because of our knowledge of corporate law and the judicial system, investors have often asked our lawyers to monitor hostile takeover attempts in Pennsylvania and assist in predicting the outcome of judicial contests for corporate control. Our lawyers have also advised clients with respect to the design and implementation of “defensive measures,” thereby giving their boards of directors the time and flexibility to properly evaluate unsolicited takeover activity.
Non-profit Organizations
Our attorneys have advised non-profit organizations with respect to corporate formation, governance and tax matters including 501(c)(3) tax-exempt status. We have worked with many leading Philadelphia area non-profit organizations on the day-to-day legal issues and challenges they face.
Venture Capital & Private Securities Offerings
Our lawyers have represented private investors, venture capital funds, private equity funds, and companies in venture capital transactions, private securities offerings, and private placements. We have conducted extensive due diligence for private investors and venture capital firms of targeted portfolio companies. We are particularly experienced in advising entrepreneurs as to the proper formation and organization of their business in anticipation of private financing. Our lawyers have worked on and structured scores of venture capital transactions including complex and complicated preferred stock, convertible note, and warrant issuances. We are adept at conducting negotiations between companies, participants in various rounds of financing, and new investors. We advise companies on fundraising strategies and structure, the preparation of disclosure documents, federal and state securities laws and regulations, and blue-sky law compliance.