Legal Services

Corporate Department

The Corporate Department represents many national, regional and local firms, including banks, public companies, large privately controlled businesses, emerging companies, small businesses and individuals. Each lawyer in our Philadelphia and New Jersey corporate law departments provides a full range of services to business clients, including general corporate representation and contract negotiation, the formation and structuring of business entities and joint ventures, mergers and acquisitions, securities law representation, and debt and equity financings of both a private and public nature, including municipal bonds.

Each lawyer on our corporate team also has extensive experience and expertise in representation of tax-exempt and other not-for-profit organizations in New Jersey, including schools, health care facilities and museums and arts organizations. Services offered in this area include federal tax-exempt determinations and audits, reorganizations, real estate tax exemptions, planned giving and other charitable giving issues, unrelated business issues, lobbying and political activities and public charity/private foundation status and related issues.

 

Experience

EXPERIENCED NEW JERSEY AND PHILADELPHIA CORPORATE LAW FIRMS

  • Provide clients with representation in general corporate matters such as entity formation, preparation of governance documents, buy-sell arrangements, internal corporate restructurings and dissolutions.
  • Prepare and negotiate contracts for a variety of matters, including consulting arrangements, supply contracts, employment agreements, joint ventures, confidentiality agreements, phantom stock agreements and business associations.
  • Provide clients with an attorney with extensive experience in advising and directing New Jersey and Philadelphia business owners in the areas of entity selection, contract preparation/ review, and corporate governance. Such representation has ranged from newly formed start-up operations to long established business entities.
  • Representing numerous clients, including software developers, Internet service providers, equipment and product manufacturers, and health care institutions, with respect to the preparation and negotiation of technology transfer, development, support, maintenance, and licensing agreements.
  • Advising and assisting owners and developers of web sites with respect to the preparation and negotiation of web site agreements – including site development agreements, content developments agreements, hosting agreements, linking agreements, privacy policies and terms of use.
  • Assisting numerous business owners with shareholder, employee, consultant and independent contractor agreements – including non-compete agreements and confidentiality agreements.
  • Assisting companies (both public and private) with their employee compensation plans – including drafting and implementing plans involving stock options (both incentive and non-qualified), phantom stock rights, and stock appreciation rights, and obtaining required shareholder approval of such plans.
  • Representing both buyers and sellers in mergers and acquisition transactions (both asset sales and stock sales) – including transactions involving public companies, financially distressed sellers, intellectual property assets, Hart-Scott-Rodino antitrust compliance, assets located outside of the United States and complex licensing issues.
  • Successfully defending a private university and a product development company in patent infringement litigation.
  • Prosecuting several U.S. and international patent applications pertaining to methods of doing business (including Internet business) for one of the world’s preeminent investment houses.
  • Securing U.S. Customs detention and favorable settlement for a client whose federally trademarked goods were being infringed by unauthorized foreign importers.
  • On behalf of a client facing trading liabilities in excess of $1 billion and bankruptcy, our attorneys negotiated contract and securities settlements which resulted in the  preservation of the business value for the owners, which allowed the subsequent sale of the company.
  • A New Jersey corporate lawyer represented the owner of a television station, in the reorganization and sale of the company, resulting in net after tax proceeds of $10 million to the owners, after avoiding foreclosure and bankruptcy.
  • Implemented incentive stock option plan that provided qualified stock options to over 100 employees of a growing high-tech software developer.
  • Guided a 450 participant 401(k) plan through an IRS office audit.
  • Represented international financial institution in connection with $4.2 billion derivatives transaction.
  • Represented Pennsylvania-based manufacturing client in connection with $97 million asset securitization and structuring of related Special Purpose Entity.
  • Primary responsibility for developing and implementing a comprehensive restructuring of an $800 million manufacturing company.
  • Developed and implemented an “entity simplification” transaction for a $2 billion manufacturing multinational.
  • Implemented off-shore tax planning techniques to realize substantial state tax savings for Georgia-based, international service company.
  • Represented European industrial multinational company with respect to $173 million acquisition of U.S. business and structuring of U.S. operations.

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