GRSM’s Business Transactions Practice Group provides full service counsel to public and privately held U.S. and foreign clients, ranging from start-up entrepreneurs to Fortune 100 corporations. Our services cover the wide range of challenges and opportunities clients encounter throughout the business life cycle, from formation to mergers and acquisitions, daily operations to protecting intellectual property, raising capital to securities law compliance, and corporate governance to international ventures and tax management. Businesses require legal counsel who not only have broad experience and skills in a wide variety of legal disciplines, but who also have financial and practical business applications experience.
Integrated and Multifaceted Legal and Business Issues
We cover all of the interrelated legal and business aspects of a company, including:
- daily operational issues - business formation, commercial contracts human resources, IP protection, sales, marketing and distribution, compensation and tax planning, funding and financing, real estate, creditor rights, wealth management;
- strategic initiatives impacting the company's future - mergers and acquisitions, offerings, divestitures, investments, recapitalization, going private, strategic alliances, international ventures; and
- fundamental conduct of business - corporate governance, investor relations, internal investigations, government inquiries, regulatory compliance re: securities, labor and employment, taxation, environmental.
Broad Industry Experience
Our business lawyers often act as outside general counsel to help clients anticipate, address and resolve the day-to-day realities of today's business climate. We have assisted clients in nearly every industry, including technology, electronics, retail, financial services, manufacturing, biotech, hospitality, renewable energy, chemicals, pharmaceuticals, media, entertainment, and construction. Some of our group’s attorneys have worked in governmental agencies, including the SEC and the Department of Commerce.
Client Service Philosophy
For every client, our service philosophy is to be immediately accessible, to add value to every endeavor, and to provide efficient legal advice that advances strategic objectives while protecting the bottom line. We take the time to learn each client's business so we can serve as an integral part of the team.
Business Formation and General Corporate Representation
The Business Transactions Group provides counsel to entrepreneurs and early-stage businesses, special purpose enterprises and joint ventures as well as seasoned businesses, public and private. For new businesses, we assist with choice of entity decisions, capitalization and ownership structure, business buy-sell agreements, equity compensation plans and other compensation planning. For established businesses, we provide a full range of services to meet the legal challenges of doing business locally and in the global economy.
Our Business Transactions Practice Group lawyers advise large and small business clients in the formation of corporations (Subchapter C and Subchapter S), limited and general partnerships, limited liability companies and partnerships, joint ventures as well as nonprofit enterprises. Start-up businesses in need of significant capital require our counsel in specialized areas of securities law compliance, venture capital and secured financing, and management structures. Business counseling, IP protection and licensing, office leasing, employment agreements, executive compensation, tax counseling, and contract review are some of the services our Business Transactions Practice Group lawyers provide to assist new and growing businesses.
Corporate Governance
Our Business Transactions Practice Group lawyers provide full-scope representation to public and private companies as general counsel to management and directors for corporate governance, federal and state securities and corporate law compliance, and related regulatory requirements. For publicly held clients, the firm provides counsel for corporate governance under NASDAQ and NYSE listing standards, regulations under the Securities Exchange Act of 1934, mandates of the Sarbanes-Oxley Act of 2002, and the Jumpstart Our Business Startups Act of 2012. For privately held clients, we counsel boards and management in the application of best governance practices for appropriate oversight and risk management.
The firm's lawyers have provided counsel to companies and their executive officers and directors for securities law compliance, business judgment rule advice, FCPA compliance, and with respect to director's and officer's liability insurance considerations. For public companies, specific advice and counsel have been provided in connection with SEC comment letters, proxy solicitation irregularities, prospective restatement of financial results, ERISA-related securities registration issues, and governance requirements under exchange listing rules and SEC regulations.
Securities
The Business Transactions Practice Group provides securities law counseling to publicly traded and privately held business clients. The practice covers broad areas of federal and state securities laws, including exempt, state-qualified, and public registered offerings, as well as areas of regulatory compliance, including periodic reporting and public disclosure, proxy solicitations, insider trading prohibitions and filing requirements, and broker/dealer compliance.
Publicly traded companies rely on the group's lawyers for assistance with secondary or exchange offerings arising out of mergers and acquisitions, offerings in connection with stock option or other employee benefit plans, and other registration requirements such as for dividend reinvestment and direct stock purchase plans. We also provide counsel with respect to the preparation and filing of proxy statements and annual and quarterly reports on Forms 10-K and 10-Q, as well as assistance with all other public disclosure requirements and compliance with Regulation FD and the Sarbanes-Oxley Act of 2002. Our Business Transactions Practice Group lawyers advise companies and executive officers on insider trading compliance requirements under Exchange Act Section 16 and with regard to sales of restricted securities under Rule 144.
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Mergers & Acquisitions
GRSM is dedicated to providing services that will enhance our clients' abilities to grow and prosper. The firm's Business Transactions Section lawyers have the skills required to be effective in preparing our clients for a transaction and negotiating and consummating a business acquisition or combination. Our lawyers have been trained to take a “value added” approach to business transactions and will work with you to understand your business and the issues that are important to you.
We have handled complex mergers, stock and asset sales, management buy-outs, divestitures and acquisition transactions for both public and private companies. Given our extensive experience with long-term representation of middle market clients, we provide a clear value proposition to the mid-cap company sector. We are experienced in representing both buyers and sellers, including institutional clients, financial and strategic partners and management and leveraged buyouts. We have handled transactions in many market segments and industries, including, manufacturing, distribution, industrial, technology, service, processing and retail segments.
GRSM also provides services in the areas of public and private offerings of equity and debt, private fund formation, redemption and recapitalization transactions, re-incorporations, and secured and unsecured financings.
We advise our clients in all aspects of acquisition and sale transactions, including due diligence and structuring and specialized services in intellectual property evaluations, tax consequences, employee relations/affairs, ERISA and employee benefit matters, environmental matters, creditors' rights, and regulatory compliance and litigation reviews. Many transactions require the issuance of debt, including various forms of secured, subordinated and/or convertible debt securities. Our Business Transactions Group lawyers have the skill and business perspective to help our clients close these transactions and consummate a successful and seamless acquisition or divestiture.
Our lawyers in the Mergers & Acquisitions area have been distinguished by their peers and clients by inclusion in publications such as Best Lawyers in America, Chambers Publishing and Super Lawyers. The chairperson of the Firm’s Business Transactions Section, Craig Heryford, has been recognized by Best Lawyers in America as the Mergers & Acquisition “Lawyer of the Year” in 2018 within the Commonwealth of Pennsylvania.
Commercial Transactions
The firm's Business Transactions Practice Group lawyers provide counsel to businesses in all aspects of commercial transactions, including negotiation of agreements and development of standard terms and conditions for the sale of goods and services, contract management, and dispute resolution. Commercial transactions range from sales of goods and services and secured financing and credit agreements under the Uniform Commercial Code, to product distribution and licensing agreements, software licensing, marketing alliances, and product development agreements. Our lawyers are prepared to guide the firm's clients through the transactions that drive their bottom line.
Finance
Business Transactions Practice Group lawyers assist borrowers and lenders with secured and unsecured lending transactions ranging from small start-up loans to funding for working capital and acquisition and project financing for our largest clients. Our services include documentation of new credit transactions, amendment and restatement of existing credit facilities, negotiation of forbearance agreements, loan workouts, and exercise of remedies with respect to pledged collateral.
Taxation
Our tax planning innovation facilitates deal closing instead of generating roadblocks. We structure around exposures identified by due diligence, negotiate and draft appropriate contractual protections, and work to mitigate these exposures during the post-transaction implementation phase of each engagement. Our value-centric approach to business tax planning provides exceptionally cost-effective results. Anticipating your business growth, we devise a strategic plan uniquely tailored to lower your worldwide effective tax rates enhancing competitive advantage. We have extensive experience with income, property and excise taxation including taxation associated with:
- purchase and sale of assets;
- purchase and sale of equity;
- taxable and tax-free mergers, acquisitions, and divestitures;
- spin-offs, split-ups and split-offs;
- business severance and leveraged buyouts;
- public offerings of securities;
- corporate inversions and international structuring;
- debt and equity recapitalizations;
- bankruptcy reorganizations; and
- private equity, joint ventures and strategic alliances.
Sellers and buyers often have many differences between their transactional requirements. To maximize the sales price, sellers often engage counsel to perform reverse due diligence to identify exposures during the divestiture phase of their transaction cycle. Once identified, these exposures can often be mitigated, or even eliminated, by proactive tax planning before they are ever discovered by a buyer who will wield them to demand a purchase price reduction or escrow of proceeds during the remaining statute of limitations. In contrast, buyers often look to perform due diligence to identify exposures that can be used to assert price reductions, alternate deal structures, contractual indemnifications, escrow arrangements, and the use of contingent consideration to protect their transaction value. Whether buying or selling, counsel should be engaged early in the transaction process to maximize after-tax transaction value.
Wealth Management, Probate, Estate Planning, and Asset Protection
Business transactions often involve succession planning to provide for the transfer of wealth and a transition of management to future generations. Our experienced attorneys can help you seamlessly integrate and structure financial, business, and personal affairs into a cohesive succession plan providing for the balanced transfer of wealth, management transition, and asset protection to facilitate your next-generation business.
International Business
The Business Transaction Practice Group includes lawyers with special experience working with clients abroad. We advise American and foreign businesses that have interests and operations in Latin America and the Pacific Rim in particular, as well as in Europe and the rest of the world. The services provided range from contract negotiations and project finance, to advising on free-trade agreements, customs, FCPA and international IP issues, to overseeing and managing litigation and due diligence.
Our business and tax attorneys provide legal services to a broad array of public and private business clients including Fortune 500 companies, private equity funds, and subsidiaries of foreign multinationals. Today’s global environment requires that cross-border matters be handled by experienced international lawyers in close collaboration with an established network of firms located in jurisdictions around the world. Effective tax planning and corporate structuring includes dynamic international, federal, state, and local tax planning that proactively manages income, excise and property taxation enhancing business profitability and competitive advantage. Our tax attorneys closely collaborate with other subject matter experts throughout the firm providing comprehensive legal solutions that include tax planning.
GRSM lawyers are admitted and practice law in Mexico, Canada, and Hong Kong. We have employees who are fluent in Farsi, French, German, Italian, Japanese, Portuguese, Russian and Spanish, among other languages. The language capabilities of our staff and attorneys, and their knowledge of foreign cultures, together with extensive litigation and transaction experience, deliver convenience and efficiency in international matters.
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