Business Law
Our firm offers sophisticated and diverse business services. Whether you need help starting your first business, or are an experienced investor with complex, international needs, we can provide you and your business with top-quality support. We are pleased to offer our clients “big firm” and “billion-dollar” experience, with the all the benefits of direct personal attention in our private boutique setting.
Mergers & Acquisitions
Our business team thrives through the joint efforts of Ms. Mc Clure and top-rated business attorney, Clyde Mitchell, offering 40 years of legal experience in business and related affairs. Representative work includes the following.
| Transaction | Amount/Value |
| Takeover Bids for Phillips Petroleum Company – Defense | $12 Billion |
| Takeover Bid for Carter Hawley Hale Stores, Inc. – Defense | $600 Million |
| LBO of SCOA Industries | $520 Million |
| Merger with Atlantic Bancorporation | $500 Million |
| Acquisition of Major Aluminum Producer | Confidential |
| Acquisition of Privately Held Perfume Producer | Confidential |
| Cash Tender Offer for Impell Corporation | $105 Million |
| Cash Tender Offer for Jamesbury Corporation | $100 Million |
| Divestiture of Major Chemical Company Subsidiary ($400 MM of sales) | Confidential |
| Merger Divestiture for diverse stockholder group and acquiree | $35 Million |
| Representation of acquirer in acquisition and related financing | $30 Million |
| Representation of sellers in earn-out negotiation | $10 Million |
Representative Varied Corporate Matters
Our business team thrives through the joint efforts of Ms. Mc Clure and top-rated business attorney, Clyde Mitchell. Representative and varied corporate matters include the following.
- $20 Million unique secured financing deal for world-class commodities firm
- Creation of $15 Million IPO hedge fund
- Representation of licensor in $10 Million licensing transaction
- $5 Million secured financing of textile importer
- Various $4 Million brokerage firm subordinated debt financings
- Food product development and commercialization venture
- Settlement of inter-shareholder and co-owner disagreements, exceeding $1 Million
- Various $1-10 Million private wealth placements
- Drafted and negotiated agreements covering M&A, financing, and other arrangements
- Employment contract and severance negotiations, exceeding $1 Million
Wealth Placement and Hedge Fund Planning and Development
Our business team can assist you in the planning, development, and placement of your private equity. Representative services include the following.
- $500 Million hedge fund planning and development
- $250 Million private placement for hedge fund
- $20 Million investment in Warburg Pincus private equity fund for major UK bank
- $15 Million investment in Globespan equity fund
- $15 Million investment in Kelso equity fund
- $10 Million investment in Resolute equity fund
High-Tech Industry Ventures and E-Commerce
Our business team offers legal experience with high-tech ventures, patent review, trade-secret litigation, infringement issues, and e-commerce. Below are representative cases and notable experience.
High-Tech Ventures
- Advanced nuclear energy venture, involving high-tech patent review and analysis
- Third generation consumer database venture
- All digital video camera venture (US DARPA funded)
- Super-browser venture
- Advice on various other high-technology ventures
E-Commerce and Computer Systems Matters
- Creation/funding ($1-10 Million) of various e-commerce and software ventures
- Various $1-5 Million e-commerce deals, including strategic alliances
- Representation of systems-integrators and website developers
- Various software licenses, web site development and maintenance agreements
- Consulted regarding DoubleClick trade secret litigation
Equity and Debt Financing
Our business team offers varied experience in Financing. Below are representative cases and notable work in Equity and Debt Financing.
| Transaction | Amount/Value |
| Equity Financing | |
| Funding of Real Estate Investment Fund | $100 Million |
| Preferred Stock Offering | $50 Million |
| Initial Public Offering | $14 Million |
| IPO – Proposed | Confidential |
| Private Placement | $1 Million |
| Debt Financing | |
| LBO Financing of SCOA | $520 Million |
| Revolving Receivables Purchase Facility | $350 Million |
| Bridge Financing | $200 Million |
| Receivables Purchase Agreement – Commercial Bank | $130 Million |
| Aircraft Leveraged Lease | $105 Million |
| Aircraft Sale Financing Facility | $80 Million |
| Acquisition Financing | $50 Million |
| Project Financing (Aircraft Equipment) | $40 Million |
| Aircraft Residual Value Transfer Agreement | $13 Million |
| Hospital Financing | $11 Million |
| Export Financing | $10 Million |
| Hotel Renovation Financing | $2 Million |
Reorganization and Restructuring
Our team offers experience in Reorganization, Restructuring, and Insolvency situations for Businesses and Individuals.
Notable Recent Experience
- International Debt Restructuring for non-US debtor group ( $35 Million )
- Examination of $2 Million corporate liquidation for lender liability and related claims
- Advice on purchase of $1 Million of assets from insolvent company
Reorganizations and Representative Cases
- H. Robins, Corporate Reorganization
- Drexel Burnham Lambert, Corporate Reorganization
- Maxicare, Corporate Reorganization
- NVR, Corporate Reorganization
- Pan Am, Corporate Reorganization
- USG, Corporate Reorganization
Restructurings
- Confidential Aluminum Producer
- S. Lines
- Multiple confidential Wealthy Individuals ( $1 -10 Million )
Commercial Civil Litigation
Our attorneys offer varied experience in Civil Litigation on behalf of Plaintiffs, Defendants, and Insurance Companies. Below are representative cases and notable work.
Commercial Litigation – Plaintiff’s Work
- International web site piracy claim – Settled in favor of client, Plaintiff $15 Million
- Counseled regarding losses on $1 Million construction project
- Enforcement of substantial claims and judgments, including out-of-state judgments
- Substantial successful motion practice, including Summary Judgment
- Judgment enforcement and motion practice in Estate Matters and Probate Court
Litigation Matters – Defense
- Defense of debtor against banks with claims of $4 Million
- Defense of e-commerce firm against piracy and counterfeit claims of $2 Million
- Removal of actions to Federal court and assertion of substantial counterclaims
- Defense against out-of-state judgments being enforced in New York
- Substantial and successful motion practice, including Motions to Dismiss
Business Tax Considerations
Our team can provide your business with legal counsel regarding a number of Tax Considerations. Some representative topics include:
- International Business Affairs, including foreign affiliates within plans
- Tax Exempt Trusts
- IRAs
- ESOPs
- ESPPs
- Deferred compensation of various types
- Non-Profit Organizations
- Legal Requirements for qualified plans regarding participation and coverage
- Vesting requirements for qualified plans
- Standards for minimum funding of pension plans
- Liability for multiemployer pension plans
- Controlled groups, governmental and church plans, leased employees, and other key definitions
- Limits on contributions to qualified plans
- Survivor annuity benefits and spousal rights
- Employee versus Independent Contractor considerations
- Excise taxes, Prohibited transactions
Executive Compensation
At a high-level of business, your executives expect a comprehensive compensation package. Compensation, of course, takes various forms, and may include a variety of incentives, plans, deferred pay, and pre-tax benefits. Our attorneys will help you maximize executive income, minimize taxation, and avoid penalties. Representative services include:
- Employment Contracts
- Non-Compete review and agreements
- Compensation Package review, including cash and equity incentives
- Deferred Compensation Plans
- Severance Agreements and pay
- Executive Rewards Program Development