We represent individuals and businesses in a wide array of matters. Following is a sampling of our work.
Biotech Company – Recapitalization
We assisted a development-stage company that required a capital infusion in order to pursue its business plan for expansion. The company was challenged because its capital structure was overly complicated due to prior financing and grants of equity to managers and scientists, some of whom were no longer employed with the company. Our solution was to bring in new capital from private equity investors by simplifying the capital structure of the company through a recapitalization, in which several series of preferred stock and convertible debt were exchanged for newly created series of preferred stock. Following this recapitalization, the company obtained new financing and has continued to grow according to its business plan.
Engineering Company – Business Succession
The founding shareholders of the company had reached retirement age and sought a plan of succession that would transfer ownership to its next-generation of managers. We devised a plan under which this next-generation acquired a relatively small number of shares of stock from the founding shareholders. At the same time, the founding shareholders agreed to have their shares redeemed by the company, periodically, over the next several years. At the conclusion of this series of redemptions, the founding shareholders will no longer own any shares and the next-generation’s shareholdings will constitute ownership of all of the issued and outstanding shares of the company.
Trade Company – Intra-Family Plan of Succession
We assisted a family-owned plumbing business with a succession plan that involved the transfer of ownership from the majority-owning father to his son. We facilitated constructive negotiation and resolution of difficult and delicate issues relating to valuation of the business and terms of payment for the father’s controlling shares. Our solution involved preparation of a declaration of revocable trust for the father, into which he placed his shares of stock in the business. In accord with this instrument, upon his death, his son would have the option of acquiring the shares. In addition, the father also wished to give his son the opportunity to purchase his shares at a negotiated price upon his retirement. We prepared a conditional stock purchase agreement for this purpose. Under this agreement, if the father lives to his retirement, he must revoke his contribution of his shares to the trust and sell them to his son according to the specified terms.
Hospital Supplies Distribution Business – Sale
We represented the sellers of a Pennsylvania-based, medical supply distribution company, with facilities located in other states, to a national strategic buyer. We have gone forth to represent the sellers in further business acquisitions and to provide ongoing general counsel services.
Car-Wash Businesses – Buy and Sale
We represented a Pennsylvania-based business whose customers owned or leased a building out of which they desired to operate a car wash. Our client designed and created the specifications for the complete wash line, acquired and installed the equipment, acquired and stocked supplies and otherwise did all that was necessary to offer its customers a turn-key car wash facility. Thereafter, our client provided service and supplies to those customers. During the course of our representation, our client acquired similar businesses in two other states. Subsequently, we represented the client in the sale of the business to a private equity firm.
Purified Drinking Water Bottling Company – Buy
We represented this client in its acquisition and subsequent operation of a purified drinking water bottling facility. This complex transaction involved the purchase of the assets of the bottling business by one of the buyer’s entities, and purchase of the real estate on which the bottling facility was built by another buyer entity. In addition, the acquisition was financed by a bank, which necessitated a separate financing transaction along with the other two transactions.
Chiropractic Practice Expansion
This client, a professional corporation, operates a thriving chiropractic practice. In the course of our representation, we have assisted with the admission of a new partner and potential successor in interest to the majority owner; negotiated, prepared and implemented revised bylaws, shareholders’ agreement and employment agreements; and handled the creation of an affiliated entity under which the practice added a medical doctor, enabling it to provide a far greater and comprehensive range of services to its patients.
International Consultants – Buy/Sell Agreement
We assisted the partners of a successful, worldwide consulting practice, with a complex and incredibly detailed buy/sell agreement in connection with bringing a former founder of the practice back as an equity owner.
Seller and Buyer Side Asset and Stock Sales
We represented the sellers of a family-owned business in which the matriarch of the family oversaw the management and operation of the business by her son and daughter. When the son developed an innovative and powerful technology related to, but outside of the company’s core competencies, it became an attractive target for a strategic purchaser. In addition to the usual and customary role of the seller’s counsel in this transaction, we invested a considerable amount of additional time and attention in managing the process to meet the seller’s expectations and in allaying their concerns and anxiety about managing and successfully completing the transaction.
These are just a few examples of the matters we are regularly called on for assistance. For more information about our service read What Our Clients Say.