Business, Finance and Corporate

Business, Finance and Corporate

Our Business Group represents a broad range of clients in numerous business law and commercial matters. Our lawyers are knowledgeable in the various aspects of residential and commercial loan transactions and documentation, and represent a number of financial institutions such as local banks and thrifts, in this regard. We prepare and review notes, mortgages, security agreements, stock pledge agreements, guaranty and suretyship agreements for both lenders and borrowers. We deal with commercial letters of credit, both as security instruments for various transactions (health maintenance capitation agreements, security for loans on an individual and participatory basis, as back-up to guaranty agreements, etc.) and as used in local and international sales transactions.

In conjunction with governmental and business clients, our lawyers have negotiated and structured bond issues, selected bond counsel, and provided oversight of substantial loan transactions. In addition, we have assisted in the due diligence involved in financing and refinancing for a variety of commercial entities, including several manufacturing companies, a financial services company, a major towage service company, and a travelers services outlet. We review and assess the validity of security interests such as shop mortgages, real estate mortgages, and other security agreements and arrangements, and arrange for their filing and perfection.

We presently represent a number of banks and thrifts and review loan documentation, resolution of payment issues, mortgage foreclosure, and related matters. We have successfully managed loan workout issues and understand the actions required to effectively represent clients in these matters.

In addition to handling financing matters, our Business Group also regularly represents buyers and sellers in numerous transactions involving the sale and purchase of assets, stock, limited liability company membership units, corporate reorganizations and numerous other transactions. We understand the issues faced by parties to such transactions, including the proper due diligence to conduct and, as noted above, the issues associated with the financing of such transactions.

We have experience in preparing shareholder agreements for corporations, operating agreements for limited liability companies and partnership agreements for both limited and general partnerships. These agreements are important and necessary to permit the orderly transition of control of businesses and to provide reasonable buyout terms when disputes arise.

We know how to form new business entities. This includes formation of corporations, limited liability companies, limited partnerships, limited liability partnerships and other entities. Our attorneys work closely with business owners to understand their special needs and counsel them regarding the best form of entity in which to operate.

We prepare shareholder operating and other agreements that govern the relationship of owners of closely held private businesses. Our attorneys strive to develop creative solutions to problems faced by closely held businesses when governance disputes arise. We seek to avoid costly disputes among business owners, but are prepared to litigate when insurmountable issues arise.

As necessary, our Business Group will work closely with our Estate Group when addressing business succession and estate planning issues. There are often overlaps between these areas which require a coordinated effort to ensure all issues are properly treated.