Legal Services

Business Counseling


Archer’s Business Counseling attorneys are trusted, experienced business advisors, skilled in providing practical and efficient solutions to the myriad challenges that today’s businesses face every day. Our client service goal is simple: we partner with our business clients every day to provide the timely, responsive and creative legal advice necessary to successfully turn their ideas and goals into reality.

Our Business Counselors advise both public and privately held businesses on a range of issues, from daily operations-related challenges, such as contract preparation and review, to extraordinary events, such as mergers and acquisitions. By working closely with our clients and truly listening to them, we gain an in-depth understanding of the management, financial and competitive challenges they face, and are able to identify legal opportunities to effectively address those challenges and mitigate potential risk.

Our business client base is diverse, both in terms of size and industry sectors. Small and middle-market businesses, closely-held and family-owned companies, fledgling tech startups and Fortune 500 companies all look to Archer’s business attorneys for the legal assistance they need to improve their bottom lines and to get business transactions successfully completed. At Archer, we strive to know not only the law, but also our clients’ unique industries—whether they are an emerging tech company with a disruptive technology, a food services entrepreneur, an international vehicle fleet management company, a healthcare company, a national transportation logistics provider, a private equity firm, or a large financial institution.

Our attorneys work closely with each client’s general counsel, or serve as outside general counsel for businesses that do not have counsel in-house (often becoming trusted day-to-day advisors to the senior management team). The Business Counseling group also works closely with attorneys in other Archer practice groups, such as tax, environmental, labor and employment, employee benefits, immigration, intellectual property, bankruptcy, real estate, and litigation. This collaboration ensures that our clients receive complete, coordinated and comprehensive counsel in every area of the law that impacts their businesses.

With more than 90 years of experience, we deeply understand the unique challenges and opportunities of today’s continually evolving business environment. Our experienced Business Counselors work with clients daily to not only identify problems, but also to craft realistic solutions, in the following strategic areas:

  • Choice-of-entity and business formation, including corporations, limited liability companies, general partnerships, and limited partnerships
  • Corporate governance, including the preparation of shareholder agreements, LLC operating agreements and partnership agreements, as well as the representation of boards of directors, independent board committees and principal equity owners
  • Capital raising and strategic investments on behalf of both issuers and investors (whether family, friends, angel, private-equity, strategic or venture capital in nature), including debt, seed and later-stage financings and exits
  • Private placements of equity and debt securities
  • Public and private financings (on behalf of both borrowers and lenders), including asset-based lending, securitization transactions and syndicated credit facilities
  • Mezzanine financings
  • Mergers and acquisitions, including asset and stock sales and purchases
  • Joint ventures and other strategic alliances
  • Not-for-profit and tax-exempt organization formation, structuring, governance and compliance
  • Initial public offerings
  • Corporate restructuring
  • Business disputes and business divorces
  • Protection of trade secrets and other confidential business information, including intellectual property
  • Tax, estate and business succession planning
  • Manufacturing, distribution and franchising agreements
  • Restrictive covenant agreements, including non-disclosure, non-solicitation, and non-competition
  • Employment and consulting agreements
  • Executive compensation and employee benefits
  • Commercial contract drafting and negotiation, including manufacturing, supply, distribution and development agreements
  • Commercialization, including licensing, of patents, technology, trademarks, trade secrets and other intellectual property assets
  • State and federal government contracting and procurement
  • A-901 licenses and renewals (click here to learn more)



  • 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.


09.15.2022 / PRESS RELEASE

Gianfranco A. Pietrafesa Receives the 2020 NJICLE Alfred C. Clapp Award

05.25.2023 / ARTICLES

Patrick Papalia Interviewed for the New Jersey Law Journal Article "A Matter of Strategy Now: Remote Depositions Are Becoming a Tactical Issue"


Steven Mignogna to Speak on Significant Trends in Estate & Trust Litigation at the NJSBA Annual Meeting and Convention

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