Corporate / Business

Our practice group offers clients experienced, business savvy practitioners with  well-rounded skill sets including several C.P.A.’s, M.B.A’s, a former Chief Financial Officer, the former Director of Financial Operations for companies in the healthcare industry and the long-time former general counsel of Avis. This unique blend of knowledge, allows us to assess business organization and transactions utilizing a broad knowledge of accounting, in addition to our legal skills to provide appropriate perspective and guidance.  Having this much talent underneath one umbrella, enables us to better understand our client’s concerns from every angle of their business.

General Corporate Counsel

We structure, negotiate, draft and review corporate documents on behalf of clients big and small, foreign and domestic, growing or restructuring, and in nearly all jurisdictions.  For many companies and corporations we are an invaluable addition to the general counsel team contributing to precise, reliable corporate documents and offering ongoing business counsel to your in-house legal team. In addition, the firm is experienced in the structuring of new business entities and the reorganization of existing businesses and affiliates. We have developed complex capital structures and control mechanisms for business in traditional corporate form, and in partnership, limited liability company and joint venture form.

Complex M & A Transactions

The majority of our work is in complex transactions, disclosure, compliance, governance and M&A, but in everything we do, we endeavor to support clients in a manner that allows them to focus on the growth of their business and know they are on sound legal footing, well-positioned for growth, and able to act swiftly to capitalize on the next opportunity.

Partnership/LLC Structures

We specialize in the structure and formation of the various forms of partnerships. Our goal is to assist businesses and sophisticated clients in the choice of what Partnership model best suits their financial and strategic goals. Complemented by our expertise in Corporate, Tax and Trusts & Estates law,  we handle:

• Joint Venture Agreements
• Limited Partnerships
• Limited Liability Companies (LLCs)
• Partnership Amendments
• Sale or Acquisition of Partnership Interests
• Tax Advice

Securities

We represent both public and private companies including start-up companies; public offerings; partnerships, limited liability companies and joint ventures; private placement offerings and syndications; compliance with Securities Exchange Act of 1934; legal audits. We understand companies don’t just have more information; they also have more responsibility with regard to that information than ever before. We help clients meet and manage these obligations. Specifically, we counsel clients in general corporate and securities matters including: ongoing registration requirements in accordance with the Securities Exchange Act of 1933 and 1934; drafting proxy statements on Schedule 14a, preparation of board and shareholder meeting documents; preparing Form 8-K reports and annual and quarterly Form 10-K and 10-Q reports; drafting S-1 and S-8 registration statements, private placement memoranda, Regulation D offerings, including preparation of all state filing requirements.

Conventional Financing

We represent institutional lenders and borrowers in connection with short and long term financing for business enterprises; including mortgage financing.

Venture Capital Financing

We represent public and private companies as well as venture capital entities in connection with debt and equity offerings, warrants, and structuring joint ventures both domestically and abroad.

Privately-Held Corporations

We develop and execute stock purchase agreements, shareholder agreements, employment agreements and other contracts to assist in its management and succession.

Business Combinations/Reorganizations

In business combinations and reorganizations, we structure and execute acquisitions, stock or asset purchase agreements, merger or consolidation agreements, recapitalizations, and leveraged buyouts. We do so in tandem with our Tax Law Practice Group to determine the most tax efficient way to structure each transaction. We also structure and draft agreements among owners, including corporate by-laws, membership agreements, shareholder agreements, and partnership agreements.  We represent a variety of business enterprises and individuals requiring consultation in connection with NYSE, Nasdaq and NASD submission. We have developed complex capital structures and control mechanisms for business in traditional corporate form, and in partnership, limited liability company and joint venture form.

Business Formation

We provide counsel on traditional business transactions, the formation of new entities, basic corporate management responsibilities and unforeseen legal needs resulting from continued international and global growth. We counsel clients in complying with increasingly fragmented government and agency regulations, in understanding and managing new legal developments, and in forecasting legal trends to formulate sound corporate policy and stay ahead of the regulatory curve.

Clients

Meltzer Lippe corporate clients include public and private companies, ranging from start-ups to Fortune 500 corporations; partnerships, limited liability companies and joint ventures; institutional lenders and borrowers; angel financiers and venture capital firms; corporate boards of directors; foreign companies; family owned businesses; hedge funds; private equity funds and health care companies.

We represent clients across many industries: manufacturing, retail, professional service providers, aviation, security, information technology, software, healthcare, financial services and other high-growth sectors spanning the globe. We offer the kind of support that allows your company to keep pace with corporate disclosure requirements and to be responsive to your needs for the business documents needed to grow your business.

Department Chair
Ira R. Halperin / ihalperin@meltzerlippe.com