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Corporate and Securities

The corporate practice group is directed by Kevin J. Loechl, and includes W. Hunter Holliday (of counsel), Troy G. Woollen (of counsel), Mark P. Miller, and Richard L. Brittain.

The corporate practice group focuses on small and middle market privately held businesses. Our clients include businesses and their owners, and range from start-ups to mature businesses. Our corporate practice advises and assists clients in the following key areas:

  • Service as outside general counsel: For clients who do not have or desire an in-house general counsel, but have ongoing legal needs in a variety of areas, we frequently are engaged as outside general counsel. This relationship allows us to monitor ongoing legal and regulatory needs, advise on corporate governance, and serve as a rapid first responder when legal issues arise. This level of engagement allows us to assist the client in identifying and heading off problems that may otherwise arise, based on a deep and ongoing knowledge and understanding of the client's business goals and operations. Where an issue arises in a specialized area outside of our Firm's internal expertise, we arrange and coordinate outside expertise.
  • Business planning and formation: We can help our clients choose and develop the appropriate entity and company structure, whether it involves using a corporation (C or S), a limited liability company, a partnership or a joint venture, with a view to maximizing operational efficiency, liability limitation and tax savings.
  • Succession planning: We can assist businesses and their owners in succession planning as current business owners consider transferring ownership and leadership of their businesses to a new generation of leaders.
  • Mergers and Acquisitions: We regularly represent clients on the buyer and seller sides in structuring, negotiating and implementing mergers, asset sales and purchases, stock sales and purchases, joint ventures and venture capital transactions. Our services include advising with respect to structuring transactions; analyzing transactions from tax, regulatory and business perspectives; assisting in identifying potential transaction counterparties; negotiating and documenting transactions from initial discussions and letter of intent through closing; and performing legal and regulatory due diligence investigations of transaction counterparties.
  • Corporate Financing Transactions and Private Equity Funds: We assist clients in structuring, negotiating and documenting secured and unsecured loans from banks and institutional and other private lenders, private placements of equity and debt securities, recapitalizations, and securitization of assets and debt obligations. We also assist clients in the formation, structuring, and capitalization of private equity funds.
  • Tax: We assist clients with the tax structuring of transactions, and, when engaged to do so, we provide advice and analysis regarding tax effects of incentive compensation structures; personal, partnership (including LLC) and corporate tax liabilities; tax planning and sheltering of income and gains; choice of entity; state income, sales and use tax liabilities; and cross-border transaction planning, involving outside counsel as appropriate.
  • Contracts: We assist clients in negotiating, drafting and reviewing various types of commercial contracts, including sales, distributorship, supply, intellectual property licensing, agency and independent contractor agreements.
  • Employment and Executive Compensation: We can assist our clients in the negotiation, drafting and review of employment agreements, severance agreements, and non-competition and non-solicitation agreements. We advise our clients on tax and other issues related to employee and executive compensation arrangements, including various options and option plans, warrants, stock grants, and phantom stock, and assist our clients in developing formal compensation plans.
  • Regulatory Compliance: We can assist clients who engage us in analyzing the effects and requirements of various federal and state regulatory regimes, including employment law, healthcare regulation, and FDA requirements for medical devices, pharmaceuticals and food products. We coordinate assistance from and work closely with specialized counsel in these regulatory areas as needed.

In our Firm's practice areas, we seek to provide seamless representation to privately held businesses and their owners, in handling corporate and personal business transactions; personal and commercial (i.e., business) civil litigation; simple and complex estate planning for business owners and officers; and charitable giving planning, which can form a key component of personal tax planning as well a way for individuals to pursue significant charitable objectives.

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