Business & Transactions

The Business & Transactions Section is led by Michael Plunkett (Philadelphia).

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Multi-Discipline Experience, Practical Focus, and Integrated Services

On a nationwide basis, we advise, counsel, and represent start-ups to large companies and individuals in connection with virtually every aspect of business, including running, selling, and purchasing a business, and dealing with the various legal issues confronted by those who own and manage businesses. We work with businesses for M&A work, both on the buyer and seller side of transactions. We are guided by practical business experience gained through serving in several industries as chief operating officer, chief financial officer, and in-house general counsel. This cross-career experience provides us more than a theoretical perspective and allows us to effectively counsel our clients on how best to achieve their desired goals.

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Our objective is to provide clients with an assessment of legal risks, options for the elimination or mitigation of those risks, and integrated guidance so that they can make informed decisions to accomplish their business objectives.

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Well-drafted agreements are crucial to businesses of all sizes and require a thoughtful balance of legal exposure, business pragmatism, and client protection. Whether drafting a new agreement, interpreting, or reviewing an existing one, or helping to resolve a difficult contractual challenge, we have the experience, knowledge, and perspective to deliver the desired result.

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For some of our clients, significant commercial transactions are a part of their business; for others, it is a unique event. Commercial transactions require a perspective of not only potential legal issues but also business strategy, operations, accounting, financing, and tax issues. From initial transaction design through transition implementation, we have experience in managing the entire process to a timely and practical conclusion.

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What We Provide

We can help you by providing:

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• Advice in choosing the appropriate type of business entity to conduct a particular business with due consideration of the related legal, business, tax, financing, ownership, and exit issues.
• Design and formation of a new business entity (corporation, limited liability company, partnership, joint venture), including required governance documents and filings.
• Design and implementation of restructuring of entity relationships, including formation of new parent companies and segregation of business activities into subsidiary entities.
• Design and preparation of entity operating documentation governing the conduct of management and owners, such as by-laws and operating agreements.
• Structuring and preparation of owner relationship agreements and provisions for the long-term operation of the business and transition of ownership, including shareholder agreements, buy-sell provisions, and rights of first refusal.
• Ongoing business entity governance maintenance and compliance reviews and confirmations, including preparing documentation of owner and management approvals and actions and required regulatory qualifications to do business.
• Structuring, negotiation, and documentation of business ownership transactions, including additions, departures, and disputes.
• Contract design, negotiation, preparation, review, and interpretation.
• Third-party business transaction structuring, negotiation, due diligence, document preparation, and project management, including representing buyers and sellers in equity or asset purchases and sales, and financings.
• Project management of internal and external resources for transactional due diligence and operational implementation.
• Negotiation and resolution of business and contract disputes.
• General business legal counseling and advice to clients without in-house general counsel and in support of the in-house general counsel office.
• Due diligence for large and small transactions, especially relating to licensing, compliance, and employment areas.

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