Corporate, Business & Financial Services
This robust legal practice supports businesses through entity selection, formation, ongoing operations, financing, succession planning and mergers and acquisitions.
For over 40 years, the Firm has delivered incisive, cost-effective counsel to financial institutions and business enterprises of all types throughout the Philadelphia and Southern New Jersey region.
Our Business Services Group's clients include start-up, emerging, and established closely held businesses, public companies, multinational entities, private equity funds, and regional and national lending institutions. We are also the lawyer's lawyers; we represent and advise numerous law firms.
We guide and counsel our clients in all aspects of their business in this complex business environment. We:
- Develop, protect, and promote their business ideas.
- Structure their entities.
- Advise them day-to-day.
- Complete their mergers, acquisitions, financings, strategic alliances, exits and successions.
Along the way, we work closely with our clients' accounting, investment banking, and other advisors to solve problems and meet goals.
Our business and client-driven approach is practical and cost-effective. Our manageable size allows us to respond nimbly to challenges and craft customized fee structures. These competitive advantages have driven our proven success in attracting new clients, regardless of economic climate, and sustaining decades-long relationships with existing clients.
Here is a sampling of our expertise.Business Entities - Structuring, Forming, Planning, Maintaining
Choosing the right type of business entity, and where to form it, are building blocks for success by helping to:
- Insulate against liability.
- Provide tax flexibility.
- Enable efficient growth.
- Attract investors and buyers.
We counsel on, and structure all types of entities, including profit and non-profit corporations, limited liability companies, and partnerships. We confer regularly with clients and their other professional advisors to plan tax and business strategy.
We help our many non-profit clients maintain their tax status, and more; we are committed to promote and support them.Mergers and Acquisitions
Selling or acquiring a business is perhaps the most significant decision a client will make: it entails significant change with significant economic consequences. Effective Mergers and Acquisitions representation requires not only legal and contract drafting expertise, but business and tax acumen. Our practical, client-centered approach yields creative ways to solve problems and get the deal done.
In concert with our clients' other professional advisors, we document and negotiate the entire deal, including:
- Non-disclosure agreements.
- Letters of intent.
- Asset and equity purchase agreements.
- Merger agreements.
- Governmental and regulatory filings (including, if necessary, Hart-Scott-Rodino filings).
For any business, a clear understanding among key players—such as owners, key employees, and investors—helps create or reinforce a shared vision, aligning the business for success and reducing the potential for disputes. We develop these vital relationships through carefully prepared and planned organizational documents, including shareholder agreements, limited liability company operating agreements, and partnership agreements designed to specifically address our clients' needs and with the appropriate foresight to effectively manage unplanned circumstances.
A succession plan, especially among family business owners, requires careful consideration of special tax and estate planning issues and opportunities. With a well-designed plan, the business can thrive for years, and throughout generations. To attain all business, tax, and estate planning goals, our Business Services attorneys work closely with attorneys in our Tax Planning and Strategies group and our Estate Planning and Administration group.Employment/Compensation Agreements
Committed employees are the most valuable asset of any business. Therefore success often depends on attracting and retaining executives, employees and other key personnel. We promote that effort for clients-whether doing the hiring or being hired—by devising comprehensive agreements, including:
- Employment and executive compensation agreements.
- Restrictive covenants.
- Commission-based sales representative agreements.
- Deferred compensation, profit sharing, and stock appreciation\phantom stock agreements and plans.
In developing these agreements, we coordinate as appropriate with our Labor and Employment group.Business Operations
We help business clients with their day-to-day operations by reviewing, negotiating, and revising—and creating manageable templates for—various transactions, including:
- Distribution and service agreements.
- Agreements to bring in new investors.
- Joint venture agreements.
- Employee, customer, vendor, and consulting agreements.
- Software, technology, and other intellectual property-related licenses and agreements.
We recognize, however, that given volatile economic cycles and proliferating technology, businesses and business needs change dynamically. Some challenges simply do not fit traditional templates. We continuously adapt, developing new strategies and approaches for new products and services, spotting and removing seemingly novel obstacles.Banking and Financial Services
We structure, negotiate, and document all types of sophisticated financing transactions, representing lenders and borrowers. Our expertise includes:
- Asset-based loans.
- Real estate construction and permanent loans.
- Syndicated transactions.
- Credit participation and intercreditor agreements.
- Equipment lease lending.
- Mortgage warehouse lending.
- Buying, selling, and servicing loan portfolios.
We advise, from inception through funding, clients receiving as well as contributing venture capital and private equity. We structure, write, and negotiate term sheets and definitive agreements.Business Disputes
Unfortunately, despite all precautions, business disputes arise. Disputes among owners—especially in a family business—are often the most difficult. When we represent a client involved in dispute, we use our business-directed mindset to seek resolution, keeping in mind the value of the business and the potential harm from the significant distraction and expense of litigation. If dispute cannot be amicably resolved or if litigation is the best available option, we coordinate with the attorneys in our Litigation group, but throughout retain our "real world" cost-benefit approach.