Our corporate finance group is ready to assist in such events as divestitures, consolidations and roll-ups, turnarounds, and general corporate refinancings to help clean the balance sheet on existing operations or improve their profitability or help the troubled companies identify or implement strategies for continued operation. We understand that these transactions are particularly complex in that many competing and adverse interests may be present and a successful outcome generally involves managing those interests or having the ability and resources to help manage otherwise uncooperative parties.

At the heart of every business transaction are the formalities to execute and document the decisions and with all requisite approvals. Particularly for those companies which have passive investors, undertaking the corporate formalities at the time of decisions can serve to reduce liability for management and then help assure a smooth continuation of operations. Whether it is the preparation of minutes or resolutions or guidance on how to facilitate a change, our attorneys are available to verify and guide management in corporate governance matters.

Our staff has experience in federal derivative, common fund, and class action litigation and is prepared to assist in the defense of these claims. For derivative claims, we emphasize to our clients to identify the purpose of the litigation as many of these suits are a result of either shareholder disputes or an attempt to exercise or gain control by certain non-managing, but interested parties. For class action litigation, regardless of the merit of the underlying allegations, the time and expense in defending these matters can serve as a material threat to a company’s operations and settlements may be extracted simply to avoid those costs. We accordingly stand ready to help our clients evaluate the strength of the claims made and then determine a cost-effective and proper way to dispose of this type of litigation. This unfortunately commonly translates into several years of pre-trial briefing and hearings, but controlling those costs at the onset can serve to prepare the company for the extended battle ahead or discourage the complainants from even pursuing these claims.

In close relation with our other areas of practice and clients, we serve investment advisors, broker dealers, and exempted financial institutions in compliance with the regulatory licensing scheme or operating in an exemption from registration. A continuing and growing level of scrutiny exists for investment professionals and survival in this challenging climate requires participants to take additional precautions in documenting their actions and preparing for the disgruntled investor and overzealous regulator.

Whether buying, selling, or merging a business, putting the deal together necessitates an understanding of the legal framework to facilitate the transaction as well as business acumen to help clients achieve their desired goals. While we understand that the lawyer’s role is not to impose their own business judgment in a transaction, a valuable advisor is one that understands the goal and can offer alternatives to reach it or help to reduce the risks along the way.

We represent both franchisors and franchisees in their business dealings.  For franchisors, our group is prepared to assist with state and federal regulatory compliance, franchisee disputes and litigation, fundraising, and counseling on day-to-day matters.  We also work with franchisees in the protection of their investment and the corresponding disputes found in managing a relationship under a franchise operated system.

In coordination with our affiliated companies, our firm can provide technical guidance in securities matters such as structuring and drafting private placements, preparation of disclosure documentation, registration statements for the public sale of securities in states or territories or on a national basis, as well as managing the complex terrain of regulatory oversight. Understanding the black letter law is a great beginning, but our guidance extends well beyond statutory law or regulations and to the identification of material risks, allocation of resources in complex and time consuming endeavors, and controlling communications with regulatory authorities to reduce harm on both registered and exempted companies.