Corporate Law

Corporate Law

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We represent institutions, individuals and independent sponsors with fund formation. We regularly advise on the formation of hedge funds, and private equity, venture capital, and mezzanine in connection with investments in operating businesses and/or real estate transactions. We represent institutions, individuals and independent sponsors with fund formation. We regularly advise on the formation of hedge funds, and private equity, venture capital, and mezzanine in connection with investments in operating businesses and/or real estate transactions. rate Law Practice Group provides full service legal counsel to the Firm’s corporate clients ranging from start-up entrepreneurs, family-owned and closely-held businesses, middle-market companies as well as institutional clients with national and international interests. Our corporate law attorneys are trusted advisors who are regularly called upon to serve as both special transactional counsel and general corporate counsel to help clients anticipate, address and resolve the day-to-day realities of today’s business climate. We provide guidance in all stages of a client’s business life cycle, from the choice of entity to developing and implementing an exit strategy.

Tailoring our legal solutions to our clients’ unique business needs and objectives, we deliver customized strategic advice and practical assistance regarding all areas of corporate and business law. Working closely with our clients, we establish long-term relationships with an emphasis on exceptional service. Our service philosophy is to be immediately accessible, to add value to every endeavor, and to provide efficient legal advice that advances strategic objectives while protecting the bottom line. We take the time to learn each client’s business so that we can serve as an integral part of the team.


Business Organization & Structuring

Our corporate law attorneys are seasoned professionals skilled in counseling businesses at all stages of their business life cycle. For new businesses, we assist with choice of entity decisions, initial capitalization and ownership structure, business buy-sell agreements, corporate governance, employee and member/shareholder issues, operational planning, equity compensation plans and other compensation planning. For established businesses, we provide a full range of services to meet the legal challenges of doing business locally and in the global economy.

Our Corporate Law Practice Group advises large and small business clients in the formation of corporations, limited and general partnerships, limited liability companies and partnerships, joint ventures as well as nonprofit enterprises. Business counseling, control arrangements and related issues, succession planning, buy-sell arrangements, key personnel retention, consulting and employment arrangements, executive compensation, tax counseling, and contract review are some of the services that we provide to assist new and growing businesses.

General Corporate Counsel

For over eighty-five years, we have watched our corporate clients grow from small business start-ups to established corporations competing in the international marketplace. Our corporate law attorneys understand that by providing cost-effective legal services at the early stages of a business’s growth, we are fostering a long-term and mutually beneficial relationship. This ongoing commitment to our clients is at the core of our general corporate counsel services. Corporate attorneys act as outside general counsel to a variety of entrepreneurial businesses and middle-market companies, offering custom-tailored service and personal attention.


Mergers & Acquisitions

Our Firm is dedicated to providing services that will enhance our clients’ abilities to grow and prosper. The Corporate Law Practice Group has the skills required to be effective in negotiating and consummating a business acquisition or sale in the best interests of the client. The Corporate Law Practice Group has represented both buyers and sellers in a wide variety of business combination transactions, including mergers, asset purchases, stock purchases, strategic alliances, joint ventures and corporate restructurings. Our corporate law attorneys assist our clients each step of the way, from the negotiation, structuring, due diligence and documentation of a deal, through the closing and post-transaction integration of acquired businesses. We have advised clients in M&A transactions ranging in size from relatively modest transactions for family-owned businesses and early-stage companies to complex matters involving millions of dollars for large, multinational corporations. Our M&A experience spans many industries and our attorneys offer the expertise in finance, tax, real estate, employment, intellectual property and litigation matters necessary for our clients to reach their goals. We also play a major role in our clients’ acquisition financing activities, from bank or other institutional lender financing to private offerings.


Commercial Transactions

As trusted business advisors to our clients, our business law attorneys understand the need to be accessible and responsive. Our corporate law attorneys regularly negotiate and prepare agreements and address inquiries relating to diverse business and legal matters, including business-to-business, business-to-consumer and business-to-government/regulatory transactions.

These include supplier/vendor agreements, employment agreements, distribution agreements, licensing and technology sharing agreements, service agreements, RFPs and related proposals.

Our corporate law attorneys are prepared to guide the Firm’s clients through transactions that drive their bottom lines.

Corporate Governance

Our Corporate Law Practice Group provides: full-scope representation to our corporate clients as general counsel to management and directors for corporate governance and corporate law compliance.

Our corporate law attorneys counsel boards and management in the application of best governance practices for appropriate oversight and risk management.

Executive Severance & Separation Agreements

Our corporate law attorneys have a special focus on executive severance or separation agreements. Our attorneys represent executives, compensation committees and business owners.

Employers often offer severance agreements to executives and key employees to avoid potential litigation. The agreement may include restrictive covenants such as non-compete agreements, non-solicitation agreements and nondisclosure agreements. It is important for the employee to understand the potential benefits and repercussions of the agreement before signing the agreement. Our attorneys have extensive experience structuring severance agreements to achieve the maximum protection and a beneficial tax structure.

Taxation

Our tax planning innovation facilitates deal closing instead of generating roadblocks. Our corporate law attorneys structure around exposures identified by due diligence, negotiate and draft appropriate contractual protections, and work to mitigate these exposures during the post-transaction implementation phase of each engagement. Our value-centric approach to business tax planning provides exceptionally cost-effective results. Anticipating our clients’ business growth, we devise a strategic plan uniquely tailored to lower our clients’ effective tax rates enhancing competitive advantage. Sellers and buyers often have many differences between their transactional requirements. Whether buying or selling, counsel should be engaged early in the transaction process to maximize after-tax transaction value.


Succession Planning, Wealth Management, Estate Planning and Asset Protection

Business transactions often involve succession planning to provide for the transfer of wealth and transition of management to future generations. Our corporate and tax attorneys work closely with our clients to seamlessly integrate and structure financial, business and personal affairs into a cohesive succession plan providing for the balanced transfer of wealth, management transition and asset protection to facilitate our clients’ next-generation businesses.


Not-for Profit Organizations

The Corporate Law Practice Group offers an extensive understanding of the unique legal needs and practical business concerns of nonprofit organizations. Our valued, long-standing clients include religious and secular not-for-profit entities engaged in various benevolent and productive activities. Our attorneys assist not-for-profit organizations in many capacities, fully recognizing that the complexity and importance of issues that arise match or exceed those of for-profit corporations.


Corporate Divorce

Our Corporate Law Practice Group has years of experience in representing clients in “corporate divorces” and other shareholder or “partner” disputes. Our attorneys often find that skillful drafting and structuring of the business owners’ relationship on the front end can avoid or minimize disputes over major decisions, or at least provide the parties with a dispute resolution roadmap for ending their relationship.

We apply our broad-based business and transactional experience to help our clients avoid these disputes, either through a restructuring of the business or, where the business divorce is inevitable, assisting our clients in negotiating an acceptable separation. When necessary, working with our commercial litigators, we are experienced in protecting our clients’ interests in mediation, arbitration and court proceedings.


International Transactions

With the increasing globalization of businesses, our Corporate Law Practice Group has been involved with a broad spectrum of international transactions. With the assistance of our network of foreign Primerus law firms, our business law attorneys represent both domestic clients abroad and foreign clients in the U.S.


Family Offices

We represent family offices with initial structuring and formation. We also assist in direct investment whether they are a “control transaction” or minority investments. We also advise limited partners, high net worth, and institutional investors in connection with their investments in private investment funds. In connection with our representation we provide our clients with a cohesive, multi-disciplinary approach to their business, tax and investment goals.

Fund Formation

We represent institutions, individuals and independent sponsors with fund formation. We regularly advise on the formation of hedge funds, and private equity, venture capital, and mezzanine in connection with investments in operating businesses and/or real estate transactions.

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Mandelbaum Salsburg has once again received high rankings in the 2019 edition of U.S. News – Best Lawyers® "Best Law Firms." The firm received "Metropolitan Tier 1" rankings in Banking and Finance Law, Real Estate Law, and Securitization and Structured FInance Law; "Metropolitan Tier 2" rankings in Commercial Litigation, Litigation-Banking & Finance, and Litigation - Real Estate; and "Metropolitan Tier 3" rankings in Corporate Law and Environmental Law. These rankings were determined through Best Lawyers' overall evaluation, which was derived from a combination of feedback from the Firm's clients, the high regard that attorneys in other firms have for Mandelbaum Salsburg attorneys, and information provided by the Firm to Best Lawyers. Best Lawyers is a widely respected peer-review publication and the oldest in the legal profession. A listing in Best Lawyers is widely regarded by both clients and legal professionals alike as a significant honor. If the votes for a firm are positive enough for inclusion in Best Lawyers, that firm must maintain those votes in subsequent polls to remain on the list for each edition. The Firm has received high rankings by Best Lawyers since 2010. In addition, several attorneys in the Firm maintain Best Lawyers' designations for their particular practices and have been so designated for several years....

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