Our Business and Corporate Practice Group focuses on providing clients creative solutions to oftentimes complex and multi-faceted business problems. We maintain long-term relationships with our business clients through the entire life-cycle of their businesses. Our clients represent a wide spectrum of industries, including technology, software, distribution, manufacturing, health care and commercial real estate.
We are a part of our clients’ business team, providing advice on alternative approaches to transactions, opportunities and challenges to help them achieve their goals. We regularly incorporate expertise from the firm’s Tax Planning Practice Group to ensure business transactions are structured in a tax efficient manner.
Our Business and Corporate Services Include:
Whether a client intends to transition ownership of a closely held business to the next generation or to transition ownership to key employees, we understand the tax and legal implications that complicate this capstone of business event. We recognize the unique challenges that these business owners face, and we work closely with our clients on managing the transition of a business to future generations while balancing legal, business, tax and family concerns.
We regularly counsel clients in financing transactions, including asset-based lending, cash flow operating loans, subordinated debt or mezzanine financing arrangements and equity investments. Finance transactions often involve financing for the acquisition of businesses, the acquisition of real estate, the refinance of existing loans, equipment loans and leases and working capital.
Our commercial real estate practice involves the purchase, sale, lease and financing of real estate. We advise clients in a wide range of projects, including the acquisition of existing improved real estate, the acquisition of vacant land for purposes of construction of manufacturing facilities and acquisition and development of former mill properties. We regularly negotiate, document and close commercial real estate loans and construction financing.
We regularly advise clients on the selection of an appropriate legal entity for a business and assist in all aspects of the formation of a corporation, limited liability company, partnership or other entity. Once the entity is formed, we assist clients during the entire life cycle of a business, from raising start-up capital, through various financings, acquisitions and other transactions, to a sale or other exit event.
We act as outside general counsel for many of our clients and advise them on a wide range of issues such as contracts with vendors and suppliers, non-competition and confidentiality concerns and the admission or withdrawal of shareholders or partners. We draft and respond to demand letters and work with clients to resolve disputes outside of litigation.
We assist clients in protecting their intellectual property in interactions with third parties including vendors, employees, consultants and potential acquirers. We also draft and negotiate software and other intellectual property licenses on behalf of licensors and licensees.
Our mergers and acquisitions practice involves buying and selling businesses in a wide variety of transactions, including tax-free and taxable mergers, stock and asset acquisitions and dispositions, leveraged buyouts, spin-offs and joint ventures. We typically represent the entrepreneur, business owner or management in M&A transactions. Our clients have bought businesses from, and sold businesses to, private individuals and businesses, private investment funds and institutional investors and public companies. We work closely with our tax planning attorneys to ensure that these transactions are conducted in a tax-efficient manner.
Our securities practice primarily involves advising issuers in private placements of securities in exempt transactions. We advise clients on Regulation D exemptions, prepare offering materials, close the subscription and prepare and file Form D and related Blue Sky filings. Our clients include startups raising capital to launch new products and established businesses raising capital for expansion or acquisitions. Even the smallest of equity offerings must comply with Federal and State securities laws and we work closely with our clients to structure and execute securities offerings in a cost-effective manner.
In Rhode Island, Receivership is an alternative to Federal bankruptcy for distressed businesses and real-estate projects. A Rhode Island Receivership can be an effective tool to help businesses and their owners deal with financial difficulty. Our attorneys have been appointed as Receivers and Special Masters for businesses and have acted as counsel to Receivers and business owners. Because of our experience, we are uniquely positioned to represent business owners, prospective buyers and other stakeholders in Receivership proceedings.