General Business and Corporate: Providing advice concerning the selection of appropriate entity. Formation of corporations and LLCs, qualifications to do business in states and foreign jurisdictions, ongoing corporate filings and maintenance, sale of stock to employees, and preparation of shareholder agreements. Representation of businesses in day-to-day issues, including commercial real estate, equipment leases, employment law, obtaining government licenses, and avoidance and supervision of litigation.
Mergers and Acquisitions: Providing advice concerning structure of purchase and sale agreements. Drafting of documentation for purchases and sales of corporate stock and assets of businesses. Due diligence review of businesses prior to purchase, including transferability of key licenses. Handling of issues that arise in the post-acquisition period.
Contracts: Review and negotiation of contracts that a business faces on a day-to-day basis, including employment and non-compete agreements, licenses of technology, leases, and the purchase and sale of equipment and stock in trade. Development of form contracts to be used with multiple parties, such as an agreement to be used by a US company with a network of foreign agents. Drafting and negotiating joint venture agreements in the US and overseas.
Information Technology: Drafting and negotiating contracts for the licensing of patents and trademarks, including computer software and database technology, in the US and overseas. Review of non-disclosure agreements and supervision of patent counsel in prosecution and infringement litigation.
Transportation and Logistics: Providing advice on, obtaining, and maintaining federal and various state licenses for air, sea, and surface transportation. Drafting bills of lading, air waybills, and innovative shipping and logistics contracts for both carriers and shippers to be used in a deregulated environment. Serving as outside counsel for forwarders and logistics providers, truckers, companies that specialize in the transportation of high value cargo, and the US subsidiaries of European transportation and logistics companies. Advising on insurance matters, including cargo, employee dishonesty, subrogation claims, and high-value and all-risk policies with Lloyd’s of London. Providing advice on international treaties affecting transportation and limiting liability for cargo loss or damage.
International Trade and Transactions: Dealing with issues involving US Customs, including applications for licenses, seized cargo, and import duties. Handling US Department of Commerce and State Department export licenses, letter of credit issues, and US and other country regulations requiring registration of and restrictions on investment in foreign countries.
