Corporate Law

OVERVIEW
NEWS & EVENTS

The Corporate 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.

13 MarFifteen Mandelbaum Salsburg Attorneys Named to the 2020 Super Lawyers List and Two to Rising Stars

Mandelbaum Salsburg is pleased to announce that fifteen of our attorneys have been selected by their peers as New Jersey Super Lawyers* for 2020. Each year, no more than five percent of the lawyers in the state of New Jersey are selected by the research team at Super Lawyers to receive this honor. In addition, the Firm is excited to announce that two of our attorneys were named to the Rising Stars list for 2020, which recognizes the top up-and-coming attorneys age 40 or under or who are in practice for 10 years or less. Each year, no more than 2.5 percent of the lawyers in the state are selected by the research team at Super Lawyers to receive this honor. This year's Mandelbaum Salsburg Super Lawyers include:...

November 1, 2019Mandelbaum Salsburg Receives High Rankings in Best Law Firms by U.S. News and World Report for 11th Year in a Row

Mandelbaum Salsburg has once again received high rankings in the 2020 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, Family Law, Litigation-Banking & Finance, and Litigation - Real Estate; and "Metropolitan Tier 3" rankings in Corporate Law, Employment Law – Individuals, 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....

October 16, 2019Mandelbaum Salsburg Files a Federal Court Lawsuit Against UnitedHealthcare on Behalf of Medical Groups and Doctors in New Jersey

Steven I. Adler and Mohamed H. Nabulsi filed an emergent application in federal court in Newark, NJ, on behalf of The Medical Society of New Jersey (MSNJ) and various inner-city medical groups against UnitedHealthcare (UHC) to enjoin and restrain UHC from terminating healthcare providers from its NJ Medicare Advantage Community Health Insurance Plan and to stop UHC from misrepresenting that these providers are no longer accepting new patients. Click here to read more....

May 30, 2019Casey Gocel Named as a Top 25 Leading Intrapreneur by Leading Women Entrepreneurs

Congratulations to Shareholder Casey Gocel who was named by Leading Women Entrepreneurs & Business Owners as a Top 25 Leading Intrapreneur. Leading Women Entrepreneurs (LWE) is a networking organization that recognizes outstanding women in business. This award honors the innovators in corporate environments who support diversity efforts. Casey has helped numerous companies become Women Owned Businesses and specializes in corporate transactions and estate planning. Casey also leads the Firm's Women's Initiative and Charity Committee....

26 MarMember Casey Gocel Named to NJBIZ Top 50 Women in Business

We are proud to announce that Mandelbaum Salsburg Shareholder Casey Gocel has been named by NJBIZ as one of the Top 50 Women in Business....

February 13, 2019Corporate Practice Represented Southern Airways in Recent Acquisition of Mokulele Airlines

Mandelbaum Salsburg's Corporate Practice represented Southern Airways in connection with its recent acquisition of Mokulele Airlines, a Hawaii based airline. Also in connection with this transaction, Southern Airways raised additional capital from a national airline. The deal team on this transaction included Jeffrey Wasserman, Dan Barkin and Patrick Toolan. The newly combined entity will operate 1,380 weekly flights, more than any other commuter airline in the 50 states....

January 9, 2019Gary S. Young Joins Mandelbaum Salsburg's Corporate and Employment Practices

We are pleased to announce that Gary S. Young has joined the Firm as a Member in both the Corporate and ERISA and Employee Benefits Practice Groups. Gary has over 40 years of legal experience concentrating his practice on ERISA, employee benefits, executive compensation and assisting businesses and individuals with drafting business formation contracts and documents and advising on tax audit rules. Click here to read more....

November 29, 2018Mandelbaum Salsburg Receives High Rankings in Best Law Firms by U.S. News and World Report for 10th Year in a Row

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....

September 25, 2018Russell Bulkeley Joins Mandelbaum Salsburg's Business Law and Securities Practice Groups

We are pleased to announce that Russell Bulkeley has joined the Firm as a Member in the Business Law and Securities Practice Groups. Click here to read more....

June 21, 2018Understanding the Bulk Sale Law

Understanding the Bulk Sale Law when buying a business in New Jersey or New York is a must. Check out our Q&A by Member Casey Gocel, Esq. LL.M. and Law Clerk Erin Barrett on this law and its impact on buying a business....

June 11, 2018Barry M. Schwartz Joins As Member

We are pleased to welcome Barry M. Schwartz who has joined the Firm as a Member in our Corporate Practice Group!...

14 MayCEO Bill Barrett talks with Howard Farran on Dentistry Uncensored Podcast about Professional Practice Transitions

Check out Mandelbaum Salsburg CEO and Professional Practice Transitions Group Chair William Barrett, Esq. on the Dentaltown Podcast where he and host Howard Farran, DDS, MBA talk about practice transitions and what dentists need to know to time it right and what legal considerations they should be thinking about....

14 MayCEO Bill Barrett is interviewed on American Express' Open Forum on "Winning the Endgame: How to Create an Exit Strategy"

Bill Barrett was interviewed recently for the American Express Open Forum on "Winning the Endgame: How to Create an Exit Strategy." Check out what Bill and other experts have to say about the importance of having an exit strategy BEFORE you need one!...

13 Feb2017 Mandelbaum Salsburg Year in Review

We are pleased to share our 2017 Year in Review which highlights some of the Firm's notable successes during the last year. We are thankful to our clients who have allowed us to continue doing what we love. We continue to expand our practice areas and bench to reflect our clients needs....

8 NovMandelbaum Salsburg Receives High Rankings in Best Law Firms by U.S. News and World Report for 9th Year in a Row

Mandelbaum Salsburg has once again received high rankings in the 2018 edition of U.S. News – Best Lawyers® “Best Law Firms.” The firm received “Metropolitan Tier 1” rankings in Real Estate Law and Securitization and Structured Finance Law; "Metropolitan Tier 2" Rankings in Litigation - Banking & Finance; and “Metropolitan Tier 3” rankings in Commercial Litigation, Banking & Finance Law, Commercial Litigation, Corporate Law, Environmental Law and Litigation - Real Estate....

8 AugWilliam Barrett to Speak at Fortune Management's Fortune 50 Advanced Training for the Dental CEO Event in California

Co-CEO and Chair of the Firm's Professional Practice Transitions and Business Law Departments, William Barrett, will speak at Fortune Management's Fortune 50 Advanced Training for the Dental CEO event in San Jose, California September 28-29! Attendees will learn about leadership development, acquisitions, business plan development, key strategy development and more....

6 JanJeffrey Rosenthal Joins Mandelbaum Salsburg as Co-Chair of Bankruptcy and Creditors Rights and Banking and Financial Services Practices

ROSELAND, N.J., Jan. 6, 2017 – Mandelbaum Salsburg P.C., one of New Jersey’s most renowned and respected law firms, announced today that Jeffrey M. Rosenthal has joined the Firm as Co-chair of both the Bankruptcy and Creditors Rights and the Banking and Financial Services practice...

5 JanNabulsi Joins Mandelbaum Salsburg as Co-Chair of Healthcare Practice Group

ROSELAND, N.J., Jan. 5, 2017 – Mandelbaum Salsburg P.C., one of New Jersey’s most renowned and respected law firms, announced today that Mohamed H. Nabulsi joined the Firm as Co-Chair of the Healthcare Practice Group, signaling a major expansion of the practice. Nabulsi joins the Firm...

1 OctWilliam Barrett Appointed Co-Chief Executive Officer

Barry R. Mandelbaum has announced that William S. Barrett has been named Co-Chief Executive Officer. Together, Bill and Barry will jointly manage the Firm...

2 MayMembers Dan Barkin and Peter Tanella Close Investment In Medical Marijuana Facility

Dan Barkin and Peter Tanella recently closed an innovative seven figure investment in a medical marijuana production facility. This transaction involved a secured convertible debt provided by a Wall Street investor to an early stage venture. Dan and Peter employed creative structuring techniques to navigate...

15 MarMember Daniel Barkin Featured Presenter at March 15, 2016 NJICLE Webinar

Member Daniel Barkin, will be one of the featured speakers at the upcoming NJICLE Webinar, “Article 9 Non-Judicial Foreclosures”. The webinar will review the non-judicial remedies available to a secured party pursuant to Article 9 of the Uniform Commercial Code with respect to secured personal...

2 JanTraveling a Long Road with Tumi

Tumi, Inc., the worldwide premiere brand of high-end luxury luggage, leather goods, bags and business accessories, continues to be one of Mandelbaum Salsburg’s most well-known clients. Tumi has engaged the firm as outside counsel for more than 20 years, under the direction of relationship manager...

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