Corporate & Business Matters

We are regularly engaged by clients to handle a wide variety of business and corporate matters, including:

• Formation 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;
• Drafting of 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;
• Structuring the offshore and domestic series of entities and arrangements for inbound investments; and
• Structuring the offshore series of entities and arrangements for outbound transactions by US companies.

Recently, we have represented:

• 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 supplier chain agreements;
• A generic drug distributor in numerous joint ventures with drug manufacturing companies;
• A pharmaceutical consulting firm in drafting of complex consulting agreements, including sophisticated commission terms and provisions for equity compensation;
• A hotel management company in various transactions, including its management agreements, a contested divestiture of its interest in a major flag hotel property, investments in various hotels, and development of a bond-financed hotel;
• An energy monitoring services company in negotiating and drafting of comprehensive agreements with major utilities;
• A financial industry services company in a series of multi-step recapitalization and debt restructuring transactions;
• A biodiesel supply company in designing and drafting biofuel supply and purchase agreements; and
• A foreign shareholder in successful opposition to a squeeze-out merger and related negotiation of intellectual property rights.