- areas of expertise
Our Corporate and Finance Group combines legal advice with practical, business suggestions to assist our clients in every stage of business development and growth - from business concept to organization, financing, operations, and exit strategy.
We represent emerging and established companies, entrepreneurs, business owners, buyers, sellers, investors, consultants, bankers, finders, franchisors, franchisees, exempt organizations, and creative talent in the media, entertainment, advertising, fashion, information technology and innovation industries.
We provide experienced counsel and a full range of cost-effective legal services, including associate and paralegal support, to help clients organize and reorganize companies, structure entrepreneurial ventures, access financing, anticipate problems, and prepare for future events. We offer practical advice along with innovative legal analysis to help clients:
We advise entrepreneurs and investors on effective business formation options and capital structures.
Finance the Venture
We advise clients on all aspects and at all stages of financing their business -- from angel, seed, and early rounds to venture and later rounds, including strategic ventures as an alternative to traditional financing sources. We counsel borrowers and lenders regarding conventional bank financings and other secured transactions.
We help clients navigate the regulatory environment when they seek crowdfunding for their projects or companies, using a donation or investment model.
Structure M&A and other transactions.
We help our clients structure mergers, reorganizations, recapitalizations, acquisitions, divestitures, joint ventures, and other business combinations and arrangements, and our Tax Group advises on the tax considerations of proposed transactions.
We have decades of experience negotiating the full spectrum of business transactions.
Comply with Securities Laws
We interpret and apply federal and state securities laws and regulations applicable to non-public securities transactions, including SEC Regulation D, broker-dealer regulations, and other SEC, NASD, NYSE, and state rules and regulations.
Comply with Business Regulations
We also help clients comply with business regulations, including franchising and business opportunity laws.
Identify Tax Opportunities
With our Tax Group, we assist in identifying tax opportunities, minimizing tax risks, and responding to tax law changes affecting business operations.
Identify and Protect Intellectual Property
With our Intellectual Property Group, we help clients identify, buy, sell, finance, and protect intellectual property, including trade names, trade secrets, databases, copyrights, trademarks, and other intellectual property rights.
Establish and Expand Franchises
We advise franchisors and franchisees on all aspects of their businesses.
Satisfy Not-for-Profit Rules
With our Tax Group, we help not-for-profit clients secure tax-exempt status, conduct their affairs to preserve the tax exemption, and address any unrelated business income tax matters.
Structure Employee and Executive Compensation Programs
With our Tax Group, we help our clients structure incentive programs, equity participations, and employment relationships with key employees using deferred compensation, stock options, restricted stock, stock appreciation rights, and other mechanisms.
Manage Corporate Governance
We help senior officers and directors comply with the Sarbanes-Oxley Act, and we advise boards of directors and individual executives on corporate governance, risk reduction, liability avoidance, and tax reporting and disclosure requirements.
Plan for Succession and Exit
We help owners plan for orderly and tax-advantaged business succession, and develop and implement exit strategies.
Our attorneys are active in the American Bar Association, the New York City Bar Association, the New York State Bar Association, the Software & Information Industry Association, the American Corporate Counsel Association, and the Conference Board. We teach courses in entrepreneurship and other subjects at NYU, Columbia Law School, and other schools, and support the National Foundation for Teaching Entrepreneurship. We have written for the World eBusiness Law Report and have been quoted in The New York Times, The Daily Deal, Entrepreneur Magazine, Media Post, Media Bistro, and other leading publications.