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Business and Corporate
In the business world, legal guidance must be a fully integrated, multi-specialty endeavor if it is to be of the greatest benefit. As a result, Berger Kahn does not compartmentalize legal services, unlike many other law firms.
Our transactional attorneys work with our labor and employment lawyers, business litigators and attorneys in our other practice areas to evaluate the practical impact of documents and the structure and documentation of deals and other business situations. Similarly, our business litigators do not prepare settlement agreements that require extensive revision by business, new media, tax or employment law specialists because we work collaboratively from the outset. Rather than work within distinct “corporate” or “litigation” departments, we utilize an open, highly collaborative environment that we refer to as our Business Practices Group.
Berger Kahn’s Business Practices Group has three main objectives:
- To customize our transactional strategies to meet the client’s objectives and concerns. In order to provide the most effective representation of our clients in all areas, our business litigators and transactional attorneys maintain an ongoing dialogue so that transactional structuring and documentation and problem resolution can be determined and implemented on a timely and effective basis.
- To provide the best value for our legal fees. We remain very aware of the fact that legal expenses include not only legal fees and costs, but also a significant internal drain on a client’s resources — even when a transaction or litigation matter is successful. We therefore use efficient staffing and service delivery processes to minimize costs associated with interdepartmental review and focus on the important issues, spending as little time as possible on academic and theoretical issues.
- To employ all of the firm’s resources in an efficient manner, our attorneys employ a firm-wide computer network that enables us to integrate new knowledge, access and share data, and eliminate duplication — making our service comprehensive and cost-effective.
Our business and corporate practice expertise includes the following areas:
- General business and transactional advice;
- Preparation of business agreements relating to significant corporate transactions, including asset purchase and sale agreements, stock purchase and sale agreements, reorganization and merger agreements, recapitalization agreements, corporate spin-off agreements and other divestiture agreements;
- Issues and transactions relating to start-up companies, particularly in the high-tech industry, including seed capital funding, venture capital investments and investment structuring, private placements and other securities transactions;
- Entity formation and structuring (corporations, limited liability companies, limited partnerships, and other business entities), statutory compliance issues, fiduciary duties of Board of Directors, buy-sell agreements, shareholder meetings and stock ownership issues;
- Joint ventures, franchises, collaborative partnering arrangements and other strategic alliances;
- Advice and preparation of documentation relating to secured and unsecured lending transactions and workouts;
- Business plan review and preparation; partner/shareholder dispute counseling and resolution, customer/vendor dispute advice and strategic planning;
- Commercial contracts, commercial leases and other real estate contracts, employment contracts, management and consulting agreements, stock option and bonus plans and agreements;
- Product manufacturing, supply and distribution agreements; sales representative agreements and other sales channel agreements;
- Web site development and hosting arrangements, Internet advertising and e-commerce agreements, software/technology development and licensing arrangements, patent licensing and royalty agreements and intellectual property protection;
- Intellectual property law, including copyright, trademark and trade secret law, licensing agreements and litigation to protect intellectual property rights;
- Multi-national transactions, including both representation of foreign companies in the United States and representation of domestic firms overseas; and
- Professional liability issues, including service and dispute evaluation for professionals, litigation relating to malpractice and breach of fiduciary obligations, officers and directors/errors and omissions advice, and, if necessary, litigation.
CONTACT:
Kent M. Clayton
kclayton@bergerkahn.com
(949) 474-1880, x346
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