Corporate & LLC Formation
Because several critical and 'less than obvious' decisions must be made when forming a company in order to best protect it from legal harms, a skilled and experienced firm specializing in such matters is one of your earliest, best steps in fending off future, potential threats.
Venture Capital & Seed Financing
Understanding your capital and financing needs is among the most vital steps for launching and growth. And knowing how to best structure your company to both appeal to funders, while protecting you from future financial perils is a critically necessary element of the funding process.
Mergers & Acquisitions
Mergers & acquisitions can be fraught with both stress and opportunity. The degree to which you experience these two dynamics is greatly dependent on the structure of your plan and the legal counsel informing you of pitfalls and protections.
The legacy value of any company is tied to it's performance in it's market segment, the proper structuring of the company, the long-term viability strategies and the foresight and proper planning for succession that leads into the future and adapts to challenges and opportunities.
More than 19 years of experience at global and prominent firms enables us to advise our clients on the legal implications of any transaction, minimize litigation risk, and protect their bottom line. We guide business owners across all stages in the business-cycle, including formation, corporate governance, mergers, acquisitions, capital raises, and exiting transactions.
Our Firm works closely with technology client firms, real estate funds and other start-up and emerging companies, as its trusted legal adviser on all aspects of the entity formation, growth, and expansion phases, as well as exit strategies to help navigate the legal complexities of ever-evolving business landscapes. The Firm’s services include incorporation, preparing of operating documents, seed financing & venture capital rounds and employment considerations, including equity confidentiality, non-competition and other restrictive covenants, and confidentiality. The Firm negotiates vigorously with prospective investors to ensure that the client retains control and ownership of its intellectual property and founders and other key executives are fairly compensated.
Represented founders of a New York start-up, which strategizes and creates cutting edge web-based advertising campaigns, in connection with its $5.5 million capital raise (in the form of straight equity and convertible debt), to a California based venture capital firm that has an investment portfolio of web-based marketing companies.
Represented New York based real estate based investment fund in exempt Regulation D Offering of $7,500,000 for development of rental real properties in suburban Nashville, Tennessee, prepare offering documents and handle all applicable notice filings with the SEC and state regulators.
Represented issuer on $3.1 Million exempt securities offering (Regulation D Rule 506(c)) to accredited investors Simple Agreements for Future Equity (“SAFE”). Issuer is a New York based startup that has created an app that enables sports enthusiasts to efficiently evaluate, compare, and purchase weight-lifting, exercise and fitness equipment directly from US wholesalers and manufacturers, while avoiding retail pricing.
Represented issuer on $4 Million exempt securities offering (Regulation D, Rule 506(c)) to accredited investors of LLC membership/ownership interests. Issuer is a New Jersey based early stage firm developing an electronic platform that matches wine connoisseurs with New York area wine bars that fits the user’s palate while factoring wine bar ambiance, food menus, lifestyle, and spending patterns.
Represented New York based real estate based investment fund in exempt Regulation D Offering of $10,125,000.00 for development of rental real properties in Baton Rouge, Louisiana, prepare offering documents and handle all applicable notice filings with the SEC and state regulators.
Many of our clients
Many of our clients are closely-held and family businesses, with annual revenue of up to $30 Million+ and/or up to 100 employees. Industries include family offices, general/subcontractors, manufacturing, pharmacies, trucking, distributors, app developers, e-commerce, media/advertising, retail, real estate investment funds, and professional service companies.
The Firm has represented numerous entrepreneurs and companies seeking to grow their portfolio through acquisition, guiding its clients from evaluating the merits of a prospective target and navigating the legal complexities of due diligence, structuring and negotiating deal points including post-closing operations, non-competition, non-solicitation and restrictive covenants, and facilitating a smooth and expeditious closing. The Firm also works closely with qualified lenders, approved by the Small Business Administration, to obtain financing and meet all SBA requirements for closing.
Represented a high net worth individual in his closing of a $2.4 Million asset acquisition of a Nassau County commercial cleaning company that was financed through a secured loan guaranteed by the United States Small Business Administration.
Represented a high net worth individual in her closing of $2.7 Million 100% stock acquisition of a Hudson County, New Jersey trucking company that was financed through a secured loan guaranteed by the United States Small Business Administration.
Represented a Manhattan based general contractor in the $4.5 Million 100% stock acquisition of a suburban Pittsburgh, PA commercial landscaping company that was financed through a secured loan guaranteed by the United States Small Business Administration.
Represented a northern New Jersey construction restoration firm in the closing of $2.7 Million stock acquisition of a New Jersey shore based competitor that was seller financed.
Represented a suburban New York family office in the $4.1 Million cash transaction and Asset sale of the commercial trucking business in Rockland County, New York that enabled the senior owners (two brothers that began the company in the 1960s) to retire to Hilton Head, South Carolina.
Represented senior shareholder of $12 Million family office, a Long Island construction equipment supplier, in the structuring of an orderly succession plan for management to his adult children, while enabling the senior shareholder to enjoy his desired retirement cash flow from that business.
Represented elderly couple in preparing and executing a succession plan for the management of their northern Manhattan real estate holdings by the couple’s grandson, while enabling the elderly couple to enjoy their retirement cash flow with abundant cash flow from that real estate business.
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