Closely Held Business Transactions

We understand the issues unique to business mergers with complex capital structures, multiple series of preferred shares, convertible debt, warrants and option plans. In addition to traditional mergers and acquisitions, we counsel our clients through the unique equity provisions and intellectual property licensing arrangements concomitant to the strategic partnerships and alliances being negotiated in today’s business climate.

We help structure, negotiate, and close a broad spectrum of closely held business transactions, with notable depth as it relates to the following:

• Entity Formation and Tax Planning
• Initial Public Offerings (IPOs)
• Private Placements
• Mezzanine Financing
• Preferred and Convertible Preferred Share Financing
• Convertible Debt Securities
• Mergers and Acquisitions
• Equity Compensation Plans and Incentive Awards
• Strategic Partnering and Alliances
• Corporate Governance
• Stock Purchase and Subscription Agreements
• Registration Rights Agreements
• Investor Rights/Stockholder Agreements
• Federal and State Securities Law Compliance
• SBIC Investment Compliance
• Qualified Small Business Stock Tax Treatment
• Section 1244 Stock Tax Treatment
• Section 83(b) Elections
• Restricted Stock Plans
• Technology Licensing and Protection
• Confidentiality and Nondisclosure Agreements
• Executive Employment Contracts

Our team works with clients in every major industry as well as numerous emerging growth sectors, including:

• Telecommunications
• Wireless Communications
• Internet Service Providers (ISPs)
• E-Commerce
• Website Development
• Software Development
• Financial Services
• Healthcare
• Electronic Devices
• Biotechnology and Pharmaceuticals
• Pharmaceutical Industry Outsourcing
• High Tech Manufacturing
• Outsourced Service Providers to Emerging Growth Businesses