Corporate/M&A

We represent companies and their principals in a wide range of corporate matters. Corporate clients range from companies operating exclusively in New York to those with a strong international presence.

Group Attorneys

Services

  • Negotiating and drafting operating agreements and joint venture syndication documents.
  • Buying and selling businesses (both as stock and asset deals) and specific assets.
  • Negotiating, reviewing, and preparing commercial contracts, including license agreements, sales agreements, and service agreements.
  • Forming and organizing business entities (including benefit corporations).
  • Acting as "outside general counsel."​
  • Addressing finance issues involving secured and unsecured debt, senior and subordinated debt, and convertible debt as well as asset-based, cash flow, and special-situation financing.
  • Mergers and related transactions.
  • Addressing liability issues.
  • ​Assisting with private placements and angel, venture capital, and other private equity investments.
  • Negotiating, reviewing, and preparing employment agreements.
  • Advising directors and officers with respect to their fiduciary duties and other obligations.​
  • Certifying minority-owned and women-owned businesses.​
  • Addressing regulatory issues.
  • Navigating the Corporate Transparency Act and the New York LLC Transparency Act.
  • Acting as bank transactional counsel.
  • Assisting with leveraged buy-outs, complex M&A financing, buy-side PE financing, project financing, cross-border financing, and distressed financing.

Select Client Representations

  • Counsel to a real estate investment company in syndicating its acquisition of a million square foot New York office building.
  • Counsel to a New York company in its $3 million capital raise and other matters.
  • Counsel to the owner-operator in its acquisition of a 520-bed nursing home located in the tri-state area.
  • Counsel to a real estate investment group in negotiating and drafting "AIA" and other contracts with contractors, architects, and other construction service providers.
  • Counsel to several New York "family-office" groups with respect to investments in technology, start-ups, and real estate.
  • "Outside general counsel" to various disruptive innovation companies.
  • Counsel to a durable medical equipment business in its sale to a West Coast health care enterprise.
  • Counsel to a New York solar energy company in various corporate matters, including formation issues and energy contract review.
  • Counsel to a New York company in structuring and negotiating its $2 million TIC investment.
  • Founder exit and founder exit advisory counsel, including in large exits in the healthcare, SaaS, and real estate spaces.
  • Distressed investment counsel, including rescue investments for e-commerce and grocery companies.
  • Counsel in the renegotiation of PE debt financing transactions for Fintech and other clients.

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