Entity Structure and Formation
We advise and draft documents in connection with the formation and governance of corporations, limited liability companies, business trusts and partnerships, including general partnerships, limited partnerships and registered limited liability partnerships. We also assist in the formation and financings of joint ventures. Advice is provided as to both the choice of entity and the state laws under which the entity is to be organized for tax and liability protection purposes.

In many circumstances, advice concerning entities relates to larger, more complex transactions, including joint ventures among owners and developers of intellectual property, capital equipment manufacturers and those deploying that equipment, owners and developers of real property or energy interests and developing businesses and those providing capital to them. In all of those situations our attorneys' are able to call upon their considerable experience to provide our client’s with a broader view of the issues at play.

Venture Capital Transactions
We represent early stage companies in all aspects of their organization, financing and operations. We also represent venture capitalists and others who invest in privately-held companies.  In connection with venture capital related transactions, our lawyers work closely with lawyers practicing in other areas, including patent, trademark and intellectual property practitioners, tax lawyers and attorneys skilled in leading transactions. Our attorneys provide early stage companies not only with legal advice, but also with insights based upon the combined experience of our partners and associates over many years in dealing with the issues faced by new and rapidly growing businesses.

Mergers and Acquisitions
Our mergers and acquisitions practice encompasses acquisitions and other change of control transactions involving private entities. We represent acquiring and target companies, and other fiduciaries, and investors in negotiated transactions. As part of this representation, we structure transactions and:

•Draft and negotiate asset purchase, stock purchase and merger agreements;
•Assist clients in the tax-advantaged structuring of such transactions;
•Counsel boards of directors, special committees and in-house counsel in these matters;
•Assist clients with the due diligence investigation of potential acquisition targets; and
•Handle conversions, recapitalizations, reorganizations, spin-offs, split-offs and other transactions.

Business Succession Planning
For our closely-held business clients, we provide advice and assistance regarding business succession planning in order to insure the long-term viability of the business, and an orderly succession of ownership and control to future generations and/or key personnel.  Because these issues are frequently interrelated with the estate and gift tax laws, our firm is uniquely able to draw upon its expertise in these other practice areas to devise creative and tax-advantaged solutions for closely-held enterprises.