Our general business practice is comprehensive and diverse, with clients spanning all segments of the business community. We are able to satisfy virtually every need of an emerging or active business, including start-up, formation and growth planning; advice and drafting concerning ownership, employment, consulting and severance agreements; structuring, negotiation, and preparation of contracts in connection with licensing and financing arrangements and sales, stock purchases, asset purchases, acquisitions, and mergers of businesses and assets; as well as ongoing business advice in connection with matters such as intellectual property, litigation, leasing, taxation, restructuring, and employer-employee relations. We also counsel business investors and executives in financial and estate planning (see Estate Planning & Administration).

Representative Matters

  • General business counsel to international “big box” retailer in U.S. matters.
  • Represented producers of major motion picture in creation of production company, drafting of governance documents, negotiation of rights in connection with motion picture, and collection of royalties.
  • Represented commercial real estate developer in connection with employment agreement for key executive.
  • Represented borrowers in commercial real estate financings that involved creation of bankruptcy-remote entities and appointment of independent directors.
  • Counseled buyers of property in major commercial real estate developments in connection with acquisition of control of owners’ association, including appointment of directors and amendment of owners’ association governance documents.
  • Represented directors of regional business in connection with replacement of key management by the board.
  • Prepared corporate documentation and have provided counsel from inception for company involved in unmanned aircraft systems.
  • Structured buy-in of next generation of partners in established architectural firm.
  • Represented client in implementing its nationwide key employee relocation program.
  • Represented a start-up company, assisting with an initial operating agreement and lease in an up-and-coming neighborhood in Philadelphia.
  • Represented individual in successful purchase of summer camp following protracted negotiations involving numerous appraisals and litigation.
  • Performed corporate law services for 75-person law firm and oversaw its eventual liquidation.

Specific Types of Services

OUR SERVICES INCLUDE:

Start-up Businesses
  • Entity formation
    • Formation and structuring advice for corporations, LLCs, general partnerships, limited partnerships, etc.
    • Formation documents
    • Compliance with securities laws
    • Review, analysis, and amendment of formation documents
    • Operating, partnership, and shareholder agreements
    • Subscription and investor agreements
    • Buy-out agreements
  • Operational Agreements
    • Contracts with customers and clients
Qualification of Foreign Entities
  • Pennsylvania registration
  • Advice regarding local business filing and reporting requirements
  • Advice regarding ancillary documentation needed with liquor license applications
Stock Purchases, Asset Purchases, and Mergers
  • Tax implications
  • Negotiation and preparation of agreements to effect transaction
  • Filing of documents with applicable governmental entities
  • Bill of sale, stock certificates and other documentation to memorialize transactions
Employment, Consulting, and Severance Agreements
  • Non-compete provisions
  • Assignment of work product
  • Releases
  • Deferred compensation
Financing Agreements
  • Venture capital
  • Financing with tax credits
  • Line of credit agreements
  • Construction and permanent loan agreements
  • Pledge agreements, security agreements, guarantees, notes, mortgages
Ongoing Business Advice and Agreements
  • Confidentiality agreements
  • Employee relations
  • Tax issues
  • Adding partners, separating from partners
  • Director, shareholder, member minutes
  • Stock option plans
  • Joint venture agreements
  • Asset protection
  • Dispute resolution
Intellectual Property (IP) Advice
  • Clearance of new trademarks
  • Trademark registration
  • Copyright counseling, including fair use assessment
  • Copyright and trademark licensing and assignment
  • Licensing and assignment of technology agreements