Business & Corporate Law
Business Closing Transactions
Business, Directors and Officers
Business Organizations is a broad area of legal services representing business enterprises of all sizes and those who create them. Legal advice is often required on a variety of topics, including the choice of business entity, process of formation, type of governance, nature of ownership, operational matters, combinations, acquisitions, dispositions and dissolutions of such entities. Lawyers who practice in this area often need to be well-versed in many legal disciplines, which may include tax, corporate, partnership, securities, real estate, nonprofit, intellectual property, banking, insolvency, fiduciary and limited liability law. Furthermore, because many business organizations have operations or are involved in transactions abroad, advising such entities can implicate not only federal and state laws in the United States, but those of various foreign jurisdictions as well.
The legal skills required of a Business Organizations lawyer also include the ability to advise the client, not just with respect to immediate concerns regarding the initial entity formation and subsequent operation, but also concerns relative to ownership and the passing of ownership to future generations or for the eventual sale of the business. How best to structure a closely or family held business enterprise, therefore, requires an in-depth understanding of a client’s strategic business objectives as well as estate planning concerns.
In addition to internal issues, practice in the Business Organizations area also involves relationships between organizations and the interactions and transactions among them. This includes contracts, drafting and negotiation, as well as joint ventures and mergers and acquisitions. This area of Business Organizations is very wide-ranging in scope, dealing primarily with defining the rights and responsibilities of business organizations with third parties rather than their internal formation and operation.
While many business organizations are relatively small, including traditional family-owned companies and entrepreneurial start-up ventures, many are large and complex enterprises with highly sophisticated governance structures. Accordingly, the legal work involved can range from total representation of the organization, including its owner(s), in all aspects of the organization’s legal activities to engagement as a specialist by larger business organizations that have sophisticated in-house legal counsel.
MERGERS & ACQUISITIONS
The litigation practice relating to mergers and acquisitions (“M&A”) can include numerous types of claims and proceedings. The most common type of litigation involves suits by stockholders seeking to enjoin or challenge a proposed M&A transaction based on alleged unfairness of the transaction price, flaws in the process resulting in the transaction, and/or deficient disclosures relating to the transaction. Also common are suits by one of the parties of the transaction to enforce their rights, or require the other party to comply with its obligations, under the operative agreements. The legal claims raised in M&A litigation can implicate corporate and fiduciary law and contract principles, as well as federal securities laws. M&A litigation frequently involves expedited proceedings in which the claims need to be decided (at least on a preliminary basis) before the challenged transaction is scheduled to close or be submitted to a stockholder vote. In light of the fact that M&A litigation often entails expedited proceedings relating to very large transactions, the litigation can involve large teams of lawyers who have a significant amount of experience with M&A transactions and the related agreements. Moreover, because many corporations and other types of entities are organized under Delaware law, many of the high profile M&A cases are filed in the Delaware Court of Chancery, which has extensive experience in deciding such cases and has issued numerous opinions providing guidance as to the applicable legal standards.