Corporate Law
Our attorneys advise individuals and businesses on the incorporation, transformation, dissolution and liquidation of all forms of corporations and partnerships. We counsel corporate clients on the day to day handling of a broad range of legal and business matters relating to the structure, governance and internal operations of their business. Our relationships with our corporate clients include working with them to engage in cost-effective ways of reviewing existing business, helping to proactively identify problems and offering affordable solutions. In addition, we counsel clients on the establishment of overseas subsidiaries and representative offices.
We provide insight and counseling on a range of general corporate and compliance matters for public and private companies, including:
- Entity and subsidiary formation and constituent documentation
- Board and shareholder authorizations
- Sarbanes-Oxley compliance
- Subscription and stockholder/member/partner agreements
- Business planning and presentation
- Business and commercial contract forms, analysis and amendments
- Confidentiality, licensing and trade secret agreements
- Employment, consulting and non-competition agreements
- Stock option plans and executive compensation programs
- Reorganization, dissolution and liquidation
- Strategic alliances and joint ventures
Corporate Finance
CLG’s attorneys have accumulated years of experience in corporate finance transactions. We have represented issuers, investment bankers and private equity investors. We have handled public and private offerings of equity, debt, and asset-backed securities, including initial public offerings, primary and secondary follow-on offerings, registered direct offerings, exchange and rights offerings, and tender offers. We handle private equity investments for public and private companies, including PIPE transactions, for which we negotiate the terms of the transaction and counsel clients on the related registration of the underlying securities, and on state and federal regulatory considerations.
Our experience in PIPEs and going public transactions has allowed the firm to build a network of funding sources and service providers that are available to our clients. We believe that these connections allow us to act not just as lawyers but also as business advisors to our clients. This value added service gives our firm the opportunity to help our clients advance their businesses and to increase shareholder value.
Corporate Governance
CLG assists boards of directors, board committees and individual directors in the planning and implementation of corporate goals in accordance with applicable state and federal laws, fiduciary duty obligations and best practices. We assist public companies and their audit or special committees on internal and external investigations related to Sarbanes-Oxley compliance and other internal control matters, and in connection with management buyouts and privatization transactions.
We advise clients on a broad range of corporate governance and compliance matters, including:
- Fiduciary duties, conflicts of interest and liability
- Sarbanes-Oxley Act of 2002 and internal controls over financial reporting
- Board committees requirements and responsibilities
- Special committees and internal investigations
- Executive compensation and option granting practices
- Codes of business conduct and ethics
- Stockholders’ rights plans
- Directors and officers indemnification and insurance
- Custom management training programs
Capital Markets
CLG advises on nearly every type of capital markets offering. Investment banks, issuers and private equity sponsors of all sizes across a range of industries — including oil and gas, healthcare, biotech, real estate, technology, mining, pharmaceuticals, food and beverage, retail and consumer products, and manufacturing — rely on CLG’s capital markets team to help them raise proceeds through a broad array of securities products, from the standard to the most innovative and complex. CLG’s debt and equity capital markets services cover all varieties of capital markets transactions, including:
- Initial public offerings (IPOs), secondary and follow on stock offerings
- Bridge financings
- Equity-linked securities and equity derivatives
- Private equity and mezzanine financing
- Private placements, as well as public equity (PIPE) offerings
- Securities and financial regulatory experience with SEC registrations, Rule 144A offerings, shelf registrations, regulations of global regulatory institutions, trading rules (such as Regulation M), blue sky work and rules of and reviews by the Financial Industry Regulatory Authority and the Public Company Accounting Oversight Board
- Stock exchange listings
Emerging Growth
For a cash constrained startup, our Emerging Growth practice operates as a small-scale specialty boutique. As our clients grow, so does our team. We provide the right lawyers for the specific needs of our clients, never overwhelming them with what they don’t need. Our attorneys leverage the firm’s strength and experience in general corporate law, technology licensing, cross-border transactions, and state and federal securities laws to provide a full range of legal services. The team also has extensive experience in diverse sub areas including: corporate formation, private and public equity financing, mergers and acquisitions, corporate governance, licensing, marketing, distribution and franchising, outsourcing, and privacy and data protection. Our lawyers’ decades-long history of committed representation has assisted hundreds of entrepreneurs and start-up companies across fast-paced, developing industries. CLG’s depth of experience spans numerous practice areas, allowing us to meet the legal needs of emerging global company clients in areas such as:
- Corporate transactions and advice
- Venture fund formation and representation
- Intellectual property – patents, trademarks, copyrights, and trade secrets
- Technology development and joint venture agreements
- Executive compensation and employee benefits issues
- Domestic and international licensing of technology and distribution of products
- Tax planning
- Antitrust advice, as well as government and private litigation and alternative dispute resolution
- Business immigration issues
Venture Finance & Emerging Companies
CLG is routinely engaged to focus on representing the unique interests of high-growth start-up companies and other emerging businesses. CLG attorneys are proactive in understanding our clients’ businesses and the communities necessary to support them, enabling us to provide practical, timely, and strategic legal advice.
Our attorneys work closely with emerging companies through all stages of their development, providing innovative solutions for the legal and business challenges they face, which include the following types of projects:
- Entity Formation – and assisting founders with business strategy and planning, assembling the founding management team, selecting and forming the appropriate business entity, and identifying investors who can provide the necessary capital to support and accelerate emerging company growth.
- Contracts – reviewing, preparing, structuring and negotiating various types of contracts in a wide variety of industries.
- Capital Raising – advising clients of all shapes and sizes in numerous different types of debt and equity financing, including convertible notes and venture capital and angel investments.
- Intellectual Property – our clients can rely on CLG’s intellectual property attorneys addressing and protecting all emerging clients’ intellectual property rights. Our IP attorneys focus on commercial value of the patent rights they pursue, to better secure client funding and enhance client valuation. In addition, we work with clients to leverage their IP through licensing, development, reseller, distribution, and other strategic agreements that generate revenue streams and other business opportunities.
- Employment – CLG has the capability to assist in advising clients in various jurisdictions on many different employment related issues experienced by emerging companies, such as preparing executive employment agreements; implementing stock option and other employee incentive plans; structuring employee benefit plans; establishing consulting or contractor agreements; and developing human resource polices and handbooks.
Mergers and Acquisitions
Our attorneys have counseled clients on a wide variety of complex and sophisticated merger, acquisition and reorganization transactions. These include reverse mergers, share exchanges, triangular mergers and asset purchases and sales. CLG Law attorneys possess years of experience in structuring, performing due diligence and negotiating these transactions, which facilitates the consummation of M&A transactions quickly and efficiently. We have counseled acquirers, targets, investment bankers and equity investors on the purchase, sale and combination of public and privately owned business entities. We have extensive experience handling cross-border transactions, including corporate reorganizations and restructuring, joint ventures and secured-financings, going-private transactions, and spin-offs of company divisions. Our attorneys work on all transaction phases, including responding to acquisition offers, structuring acquisitions, arranging public and private funding of the transaction, advising boards on fiduciary duties, and preparing applicable federal and state regulatory filings.
Private Equity/Venture Capital
CLG assists private equity and venture capital houses in making investments locally in countries throughout the world, and globally in cross-border transactions.
Tax
Clients benefit from our attorneys’ experience in addressing challenging and complex transactions and tax matters. Rather than serving merely as “tax specialists,” our tax lawyers provide creative, practical, business-oriented solutions to achieve clients’ goals in each deal.
Transactional Tax
Clients engaging in complex commercial transactions require forward-looking, creative, and sophisticated advice to meet their immediate goals and be in a position to easily adjust to changing laws and new opportunities. CLG attorneys partner with clients to help meet strategic business and financial goals and to minimize the tax impact of their business transactions. As a team of forward-thinking attorneys, we bring important issues to our clients’ attention early in the structuring phase of a transaction and anticipate the potential long-term effect of a transaction so that clients are better prepared.
Our lawyers help clients structure, negotiate, and document a variety of business transactions—including corporate, partnership, and limited liability company formations, mergers and acquisitions, disposition transactions (including spin-off transactions, asset sales, stock sales, Section 338(h)(10) and Section 338 (g) transactions) joint ventures, and financing transactions—in a tax efficient manner by working closely with clients, investment bankers, and the IRS, and adhering to aggressive timetables in order to maximize client business opportunities.
We maximize our clients’ business opportunities by assisting with focused and tax-efficient transactions, including inbound and outbound investments, cross-border mergers, dispositions, and joint ventures; reorganizing and restructuring multinational corporate groups; creating centralized cash management centers; and preparing for transfer pricing, foreign entity classification, foreign tax credits, foreign currency transactions, profit repatriations, and tax treaty issues.
Tax Controversy and Litigation
A tax controversy with the Internal Revenue Service (IRS) can take a business or individual through complicated and challenging stages: administrative audits, appeals, post-appeals mediation, and litigation in federal court and dealing with tax collection matters . CLG is a valuable partner throughout every step of the intricate legal processes and we are focused on ensuring client resources are focused on favorable, cost-effective outcomes. Our team has the experience to analyze each unique situation at the onset, and develop strategic responses and solutions based on our attorneys’ experience with the IRS and keen understanding of tax laws and the tax controversy process. Our goal is to resolve a client’s case at the earliest possible point while securing the best possible settlement. CLG’s attorneys possess the skills necessary to negotiate a settlement, as well as the experience and foresight to position the matter for litigation when required. Clients benefit from the strong working relationships we have built with the IRS that have helped us to obtain favorable and fair settlements on behalf of many of our clients.
Franchise & Distribution
We help clients expand through franchising and other distribution methods. Our clients are both domestic and international and large and small companies. We represent franchisors, franchisees, suppliers, and multi-unit and master franchisees. We represent clients in franchise disputes, including negotiation, mediation, arbitration and litigation.
Our franchise practice is national and international in scope. We are uniquely positioned to provide franchise specific knowledge for virtually any legal or business challenge worldwide.
Our attorneys can assist your business with the following services:
- Structuring franchise and distribution programs
- Registration and disclosure
- International franchising and distribution
- Co-branding arrangements
- Franchise finance services
- E-commerce
- Litigation avoidance
- Intellectual property
- Franchise litigation and dispute resolution
- Terminations and other relationship issues
- Real estate
- Licensing of technology including software