Corporate Law

The firm serves as general counsel to many clients and acts as special counsel to others, either in specific legal areas or on a transactional basis. In the course of our general representation, we advise our clients in all of their activities including the formation of the business entity, tax matters, employment contracts, stock options and other management incentive plans, real estate leases, negotiation and drafting of contracts in a wide variety of fields including distributorships, sales agreements, stockholders' buy-sell agreements, franchise agreements and intellectual property and license agreements. We have substantial experience representing clients in merger and acquisition transactions, including negotiating the terms of the transaction, drafting merger and acquisition agreements and handling all ancillary issues, such as compliance with environmental, tax and antitrust laws.

Securities Law

The firm has considerable experience in all aspects of federal and state securities law. We represent issuers, venture capitalists and investors in public and private debt and equity financings and deal with complex issues arising under federal and state securities laws in connection with such registered or exempt offerings. We are active in the preparation of offering documents and ensuring compliance with SEC and state blue sky regulations. We also participate in the preparation of annual, quarterly and current reports and proxy statements filed with the Securities and Exchange Commission (SEC) as well as other filings and reports under Section 16 (Forms 3, 4 and 5) and the Williams Act (Schedules 13D, 13G etc.).

The firm has experience representing companies in connection with SEC investigations and inquiries and in establishing insider trading guidelines and related procedures for public company clients. The firm also represents clients in connection with initial and continued listing on the various stock exchanges and NASDAQ and provides counseling in various related proceedings.

We have represented investment banking firms in their role as either underwriters or placement agents for various securities offerings. Firm attorneys are experienced in rendering legal services to clients in connection with both the registration of entities as broker-dealers and their ongoing compliance requirements, as well as guiding numerous clients through the process of establishing and maintaining investment partnerships.

The firm also has experience advising clients on the requirements of the Investment Company Act of 1940, the Trust Indenture Act of 1939, and the Investment Advisers Act of 1940 and in serving as trustee's counsel. In short, we have a strong ability to assist companies that are seeking to raise capital in both the private and public markets in order to help our clients develop new opportunities.

Mergers and Acquisitions

The firm has an extensive practice in the area of mergers and acquisitions. The firm's attorneys represent both publicly and privately held purchasers and sellers in asset purchases, stock purchases, mergers, corporate restructurings, leveraged buy-outs and tender offers. In that capacity, the firm plays an active role in advising its clients on structuring the transaction, negotiating the terms of the purchase or sale, drafting the acquisition agreements and, most importantly, getting the transaction closed.

As securities law issues often arise in merger and acquisition transactions, the firm advises clients on such matters, including disclosure duties in connection with acquisitions involving the issuance of securities, registered exchange offers, third party tender offers, issuer tender offers and going private transactions. The firm also advises clients on the environmental and antitrust law aspects of the transaction and works with its clients to obtain all necessary regulatory approvals.

We are also active in structuring various takeover defense mechanisms, including adoption of special charter and by-law provisions, implementing classified boards, adopting shareholder rights plans ("poison pills"), creating multiple classes of stock and formulating similar devices. Firm attorneys also play active roles in advising directors of their fiduciary duties and obligations in selling a company.

Tax, Estate Planning and Business Succession

The firm provides tax services to its clients, including corporations, partnerships, tax-exempt organizations and individuals. We review with clients the significant tax consequences and alternatives businesses face upon formation, including the use of multiple entity configurations and render tax advice for major corporate transactions. The tax services of the firm involve consulting with clients on the organization and structure of the entity from a tax and legal standpoint for corporations, general and limited partnerships, including investment partnerships and limited liability companies.

We are actively involved in every stage of the estate planning process, including preparing simple and complex wills, trusts, living wills and health care proxies and durable powers of attorney. We are also involved in all estate and gift tax aspects of succession planning for clients involved in family businesses. In addition, the firm handles all aspects of estate administration for decedents, including post mortem estate planning and preparation of federal and state estate and inheritance tax returns.

Commercial Lending and Real Estate

The firm has extensive experience in commercial lending transactions, including acting as lender's counsel in secured and unsecured financings, asset-based and other securitized financing vehicles, term loan and revolving credit facilities, bridge loans, acquisition, export, and other special-purpose financing. We have also served as issuer's counsel in many financial and trade letter of credit transactions.

Our attorneys are experienced in commercial and residential real estate closing transactions, land use planning and zoning, financing transactions, commercial leases and contract negotiations.

Franchise Law

The firm has considerable experience in the representation of franchisors and franchisees in a broad range of industries. Our representation of franchisors includes advice in connection with: the preparation of Uniform Franchise Offering Circular documents; negotiations with franchisee associations and individual franchisees; the structural alternatives available for new franchises; and compliance with the Federal Trade Commission rules and regulations, as well as the separate registration and disclosure requirements of individual states. Our representation of nonfranchised businesses includes areas such as developing a franchise system and consulting with franchisors on the content and implementation of operational, procedural and training manuals and advertising programs. Knowledge of this area of the law has also proven invaluable in assisting prospective franchisees to quickly understand the overall franchise relationship in addition to the specific contractual provisions that will apply to them.

Casino Gaming Law

The firm has extensive experience in casino gaming law, with a particular emphasis on regulatory and licensing aspects in several states (including Arizona, Louisiana, Missouri, New Jersey, Oregon, and Washington). Moreover, the firm has considerable expertise in the field of riverboat gaming and Native American gaming, including the drafting and negotiation of management contracts and tribal-state compacts, the fee to trust process, the Indian Gaming Regulatory Act and the regulations of the National Indian Gaming Commission.