Representative Business Transactions

Our business practice involves both day-to-day advice for long-standing business clients, and transactional work, such as mergers and acquisitions, equity financings and licensing deals. We advise clients on matters of corporate governance, tax, export controls, licensing, and securities law compliance. These are examples of our work:

Mergers and Acquisitions

  • We represented a privately-held software company in its sale to a public company for more than $30MM. We also advised the key executives in negotiating their employment agreements with the purchaser.
  • We assisted an international services company in the sale of its assets to a national roll-up of similar companies. When the acquiring company experienced financial difficulties, we helped the principals of the services company complete a leveraged buy-out of the same assets for approximately $18MM. This latter transaction involved sensitive negotiations with the lead lender to the roll-up, attention to insolvency issues, and the timely and simultaneous closing of the asset purchase and a $4MM bank loan.
  • We represented a global consulting company in its completion of two strategic acquisitions: one was the acquisition of a major value-added reseller of software, and the other of an internet services firm. These transactions were valued at over $10MM and over $1M, respectively.
  • We represented a major bakery in the purchase of the assets of two related companies, one a bread company, and the other a company that distributed a number of bakery products to supermarkets and food stores on a regional basis. The target companies were financially distressed. We provided key tax and insolvency advice in structuring the transactions to meet both the financial and strategic business goals of the client, while avoiding insolvency proceedings that might have involved unnecessary delay, expense and risk.
  • We represented one of two controlling shareholders of a publicly-held food company that was in turmoil because of internal strife. The company was losing money and close to running out of cash. Working closely with the board of directors, we helped devise a strategy of raising private equity to fund the exit of the other controlling shareholder and to stabilize the company. The company implemented our strategy and is now profitable and growing rapidly.
  • We represented a major physician management organization in its acquisition of several physician practices and the purchase of a significant interest in another physician management company. The size of these transactions ranged from $200,000 to $5MM.
  • We represented a Massachusetts high-tech commodity business in closing on the purchase, from a European parent corporation, of a controlling interest in an Arizona corporation that specialized in high-tech manufacturing.

Equity Financings

  • We represented a young pharmaceutical company in raising approximately $7MM of private equity, and then in registering its common stock and warrants under the Securities Exchange Act of 1934.
  • We assisted a biotech start-up in raising $4MM from overseas investors. The transactions involved complex international tax planning, including a review of numerous tax treaties and the creation of an international business company (IBC) in a favorable jurisdiction.
  • We represented a high-profile web-strategy consulting company in its formation and first-round of venture capital financing of $2MM.
  • We represented a medical information software firm based in Massachusetts in its second and third rounds of venture capital financing, the last involving a group of over thirty investors.
  • We represented a rapidly-growing software company in reincorporating as a Delaware corporation in anticipation of an IPO and in the preparation of a private placement memorandum and the conduct of a private placement which raised approximately $2MM.
  • We represented a real estate developer in his acquisition of a major commercial real estate property that was in the hands of an insolvent insurance company. In order to complete the transaction, the developer needed to raise approximately $3MM in equity financing, which we closed simultaneously with a $5MM acquisition loan.

Major Licensing Transactions

We have represented numerous clients in licensing transactions. Our clients in this area have included:

  • An R&D company that developed a successful personal care technology and licensed it to a publicly-held company that has made it the core technology driving its business plan.
  • A company with significant business-method patents on investment risk management techniques. This technology has been licensed to institutional clients.
  • A not-for-profit company that has developed ground-breaking education and testing materials for grammar and high schools. We represented this organization in its first license transaction with a charter school management company, a transaction involving a substantial service component and an equity stake.
  • A provider of real-time travel-related data that has licensed its data stream to major web sites.

Consulting Arrangements

We have represented numerous IT companies in preparing standard form contracts and negotiating major partnering relationships, including significant outsourcing transactions. Our clients in this field have included:

  • The US subsidiary of a leading global implementer of enterprise resource planning software. For this client, we developed a standard set of IT consulting documents, including outsourcing contracts, and negotiated relationships with some of its major strategic partners.
  • The US subsidiary of a highly-publicized European software start-up. For this client, we developed standard documentation for all of its licensing and consulting needs, and helped it to negotiate the terms of some of its major strategic relationships.
  • A multi-media and web design and consulting firm.
  • A health care consulting company conducting a $1.5MM study for a major pharmaceutical company.

Land Use and Project Development

  • We represented a major waste disposal company in the development of a very large special-purpose landfill in Connecticut. This project involved extensive negotiation with municipal officials, drafting of zoning by-law amendments, obtaining regulatory approvals, acquiring key properties necessary for permit issuance, and obtaining easements necessary for a 1.5 mile private roadway and bridge over a navigable waterway. We also assisted in defending the project from lawsuits brought by local opponents. The project is now complete. It is fully permitted and operational, and all lawsuits have been either settled on terms very favorable to the client, or dismissed.
  • In connection with our representation of the Pole and Conduit Commission, we assisted the City of Cambridge, Massachusetts in developing and drafting a comprehensive regulatory policy for siting, construction, operation, and maintenance of underground telecommunications services networks.
  • We represented residents in the City of Newton, Massachusetts, in negotiating an agreement by a telecommunications and broadcast tower operator to provide mitigation funding to a community group over the entire 40-year life of the proposed tower.
  • We represented residents of Charlestown, Massachusetts in negotiating an agreement with the developer of an historic building in the Charlestown Navy Yard for construction of the first segment of Boston’s Harborwalk in 2000. The Harborwalk will eventually afford an unimpeded pedestrian walkway along the harbor front, from Charlestown to Dorchester Bay.

Formation and Governance

In addition to the transactional work described above, we have represented numerous corporations and limited liability companies in the process of formation and in connection with their corporate governance, including:

  • corporate name changes; stock splits and charter amendments;
  • preparation of stockholder and voting agreements;
  • setting up employee stock option plans, phantom stock plans and equity bonus arrangements;
  • drafting employment agreements for key personnel;
  • developing employee manuals; and
  • providing regular advice and consultation regarding discrimination and other employee issues.

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