Business and M&A

What We Do

Business and M&A for Your Company

We counsel companies throughout the entire life cycle of their businesses, including entity formation, fundraising, growth planning, reorganization, m&a, and exit. The clients we represent come from a variety of industries, such as aviation, aerospace, defense, technology, transportation and healthcare, among others.

We appreciate that every company and transaction is unique, so at the beginning of a relationship or a transaction, we make a concerted effort to learn more about our client’s business and the factors important to their decision-making. This allows us to provide a tailored approach rooted in an understanding of our client’s goals, their business, and the industries in which they operate.

By combining our legal skills with practical business experience, we provide clients with a real-world approach that maximizes results and minimizes costs. We do our best to balance future needs into today’s business decisions in an effort to avoid controversy and minimize expenses, fees and exposure down the road. Results of our advice and counsel can be measured by the fact that the vast majority of our clients rarely encounter regulatory problems or litigation issues.

Whether brought in to serve as outside general counsel for ongoing support or as special counsel to address specific needs, we are happy to help.

Business Entity Formation and Planning

Forming a corporation, limited liability company (LLC), partnership, non-profit, or joint venture
Forming distributorships, dealerships, franchises and other product/service distribution relationships
Governing documents including Articles of Incorporation, Articles of Organization, Bylaws, Articles of Organization, Operating Agreements, Shareholder and Buy Sell Agreements, Partnership Agreements, and IRS Forms
Limitation of liability considerations
Securities to be issued
Business licenses and regulatory permits
Securing favorable business taxation
Assisting U.S. companies entering foreign markets
Assisting foreign companies entering U.S. markets

Commercial Contracts and Transactions

Business agreement negotiation, drafting, and analysis
Commercial contracts and transactions
Financing and lending
Distributor and Dealer Agreements
Consulting and Service Agreements
Confidentiality Agreements
Non-Compete Agreements
Leasing and other financing vehicles
Licensing Agreements
Technology transfers
Trade, Transportation, Manufacturing, and Supply Agreements
Release of Liability and Settlement Agreements
Sales Representative Agreements
Terms and Conditions, Terms of Use, and Terms of Service
Privacy Policies
Operations and Management Policies and Procedures
Cross-border transactions
Outsourcing

Mergers, Acquisitions, and Divestitures

Business acquisitions and sales by stock, membership interests, or assets
Mergers including “cash-out” mergers
Corporate restructurings and recapitalizations
Equity owner buy sell arrangements
Leveraged buyouts
Management buyouts
Spin-offs
Exit options and strategies
Due diligence
Letters of Intent
Succession planning
Business dissolution
Formation and dissolution of joint ventures and strategic partnerships
Takeover defense and advice

Employment

Employment Agreements
Independent Contractor Agreements
Non-Competition and Confidentiality
Employee versus Independent Contractor Classification
Employee Manuals

Corporate Governance

Corporate counseling on transactions and under both Federal and State law
Fraud and investigations
Board and shareholders resolutions and consents, directors meetings, shareholder meetings, and minutes
Counseling officers and directors on fiduciary duties and strategic considerations

Intellectual Property

Trademarks
Copyright
Protection of trade secrets
Confidentiality Agreements
Foreign and domestic intellectual property filings/ registration
IP transactions

Representative Transactions

• Led multiple sell-side and buy-side acquisitions of privately held aerospace and defense contractors.

• Counseled mid-sized missile defense C4 firm on sell-side acquisition.

• Hired as aviation counsel to conduct due diligence on behalf of M&A counsel in support of their client’s acquisition of a military rotorcraft operation.

• Architected and executed industry “roll up” involving stock and asset purchase transactions of multiple entities, twenty-one aircraft, consolidation of FAA certifications, management of interim key personnel consultants through development of new operations manuals, and on-going negotiations with multiple FAA Flight Standards District Offices to achieve business objectives while mitigating operational interruption.

• Advised UAS rotorcraft manufacturer on exit strategies which led to sell-side acquisition.

• Merged certificated flight school and FAR Part 135 carrier, revised Ops Specs and operations manuals.

• Advised fixed-wing vertical takeoff aircraft manufacturer on private equity securities offerings and assisted in preparation of confidential information memorandum and investor presentations.

• Provided securities and financing assistance to UAS airframe manufacturers.

Whether brought in to serve as outside general counsel for ongoing support or as special counsel to address specific needs, we are happy to help.

Our team of lawyers are ready to understand your needs and offer you the best solution!