Practice Area: Corporate, Mergers & Acquisitions, and Tax Law

Corporate, Mergers & Acquisitions, and Tax Law

Empowering businesses to succeed is our firm’s mission: our corporate, mergers & acquisitions, and tax attorneys are central to this effort. Year after year, clients turn to us to help them start, grow, manage and exit businesses. Our client base is diverse – ranging from emerging companies to established privately held enterprises to large multinational companies – but our approach is consistent: defining pathways to help clients achieve their business goals.

Although our team handles a significant number of merger, acquisition and sale transactions each year, we place equal emphasis on providing day-to-day guidance to business owners and executives. After decades of experience as outside general counsel, we have strong instincts for when a simple answer or approach will address the issue at hand, and when the circumstances require greater support. We believe these instincts are fundamental to our practice of providing high quality guidance in a cost-effective manner.

With substantial background advising and serving on the boards of local, regional and national nonprofits, our team also provides entity formation, compliance and governance advice to a range of nonprofit organizations, including charitable foundations.

Corporate Law

Clients include entrepreneurs, established privately held businesses, and large multinational companies. Privately held businesses – both new and established – often rely on us as outside general counsel. In this capacity, we identify and triage a range of legal and business issues, including governance, succession planning and exit strategies, intellectual property, real estate, and employment matters. We also provide counsel and representation in financing decisions, large and small, and offer guidance on techniques to avoid litigation.

We believe that the quality of our work is best evidenced by the many clients who have continued to turn to us – year in, year out – as their businesses have encountered new challenges and opportunities.

Areas of Service – Corporate Law

Our attorneys advise clients on a wide range of matters related to construction projects and disputes, including the following:

Mergers & Acquisitions

A major component of our firm’s work is advising privately held companies and their owners in mergers, acquisitions, dispositions, and financings. Clients have relied on us for representation in a wide variety of transactions, ranging in value from less than $1 million to more than $400 million.

Regardless of the size of the deal, our team is dedicated to providing sound, experienced counsel to structure and close strategic transactions. We have represented clients in virtually all sectors and have particular background with healthcare, technology, business services, manufacturing, and real estate transactions, as well as with legacy owners selling their businesses. Our attorneys are skilled at negotiating with a variety of entities, including large national and international law firms, businesses, and private equity-backed investors and purchasers.

In addition to working with privately held businesses, entrepreneurs, land owners, franchisees and lenders, we represent private equity firms in acquisitions of and exits from operating companies located in the region and beyond.

We believe that the value we provide stems not only from our comprehensive transactional experience but also from our practice of providing guidance based on a clear understanding of each client’s goals. Our team understands that – for some clients – these transactions are once-in-a-lifetime events with life-altering personal consequences. For other clients, such transactions are relatively common and form one part of a broad toolset for evolving and expanding businesses.

Areas of Service – Mergers & Acquisitions

  • Asset and equity transaction structures
  • Asset protection
  • Convertible debt
  • Debt financing
  • Due diligence
  • Employment and consulting agreements
  • Employment law
  • Exempt securities compliance
  • Intellectual property
  • Mezzanine financing
  • Non-disclosure and confidentiality agreements, term sheets, letters of intent, memoranda of understanding
  • Prior round take-outs
  • Regulated industries, including healthcare
  • Representations and warranties
  • Restrictive covenants, including non-competes
  • Trailing liabilities
  • Venture capital

Tax Law

Tax considerations are an integral part of doing business. Accordingly, our tax attorneys are an integral part of our service to clients. We offer clear, concrete guidance to help businesses structure their operations – and transactions – for tax efficiency, and to mitigate the risk of tax issues in the future.

Businesses at all stages of growth have turned to us for counsel on tax planning and related decisions. This includes work with entrepreneurs on entity formation and consultation on early-stage compensation agreements, including stock options, phantom stock, stock appreciation rights, and profit interests.

Our team advises established businesses on a wide array of tax matters, including tax-efficient structuring of transactions, such as private placements of equity and debt, acquisitions, dispositions, reorganizations, recapitalizations, and real estate leases.

When tax-related conflicts arise, our tax and litigation attorneys work to resolve issues as favorably as possible, whether via audit, administrative appeals, or in federal and state trial and appellate courts.

Our attorneys also advise on nonprofit corporation law and the taxation of exempt organizations, including unrelated business income, private inurnment and other issues.

Attorneys in our estates and trusts team advise individuals, families and fiduciaries for guidance on wills, trusts, and other tax planning matters.

Areas of Service – Tax Law

  • Choice of entity and tax aspects of entity formation
  • Executive compensation, including qualified and non-qualified options, phantom equity, appreciation rights, and deferred compensation
  • Partnership, S corporation, and C corporation taxation
  • Real and personal property taxation
  • Recordation and transfer taxes
  • Sales and use taxation
  • Tax controversies and disputes
  • Tax implications and structures of partnership and operating agreements
  • Tax structures of acquisitions, sales, mergers, and reorganizations, including asset and equity transactions
  • Tax-free corporate reorganizations
  • Tax-free section 1031 exchanges