Corporate

Our Corporate Group, ranked as one of New Jersey's leading corporate practices by Chambers USA: America's Leading Business Lawyers, has extensive experience representing clients in a broad range of transactions, including mergers, acquisitions, joint ventures, restructurings, equity investments, debt financings, technology licensing arrangements, outsourcings of critical business operations and public securities transactions. Chambers described our Corporate attorneys as "extraordinarily responsive and fully in tune with their clients' needs" and praises the strong reputation we have for legal work representing midmarket companies. Chambers notes that our group is "quick and efficient" in finding solutions for clients, and that our "professionalism, depth of expertise and fantastic resource base allows clients to engage with [us] holistically." Our Corporate Group was also recognized in U.S. News & World Report-Best Lawyers inaugural "Best Law Firms" edition in 2010.

We also assist enterprises in their daily business transactions and operations, and advise clients with respect to entity structuring and formation, tax matters, strategic planning, corporate governance, equityholder disputes, compliance, internal investigations and other entity and operational matters. Our attorneys also have experience assisting companies with preparation of SEC periodic reporting documents.

The members of our Corporate Group are seasoned business attorneys. We take both a practical and a creative approach in helping clients achieve their business objectives. Our domestic and international clients include Fortune 500 and other large cap companies, middle market enterprises, emerging growth companies, private investors and experienced entrepreneurs. We act as primary outside counsel for many of our clients in matters throughout the U.S. and globally. We also act as primary U.S. counsel on behalf of many clients based outside of the U.S., often facilitating their understanding of U.S. regulatory, contracting and transactional regimes.

We have considerable experience in a wide variety of business sectors, including: Advanced Materials; Apparel & Textiles; Energy (including renewable and clean energy); Food and Consumer Products; Healthcare; Insurance & Reinsurance; Logistics & Transportation; Manufacturing; Pharmaceuticals; Real Estate Redevelopment; Restaurant & Hospitality; Retailing & Supply Chain; and Telecommunications, Internet/E-Commerce & Technology.

We take a long-term view of, and bring a collaborative approach to, each of our client relationships, seeking to strengthen and expand them with each matter. Each client receives the highest level of responsiveness and service from professionals dedicated to developing a deep understanding of the client's business, goals and concerns. We dedicate the appropriate firm resources to meet the needs of our clients in both a timely and cost-effective manner.

The following are our particular areas of emphasis:

• Corporate Governance
• Corporate Counseling
• Contracting, Licensing and Outsourcing
• Corporate Finance
• Inbound U.S. Investments
• Limited Liability Companies and other Closely-Held Entities
• Mergers & Acquisitions, Joint Ventures and Private Equity

Corporate Governance

Our Corporate Group is often retained to address critical corporate governance issues. In this area, we typically advise clients with respect to:

• Annual and special shareholder meetings
• Board of director and board committee meetings under special circumstances, such as dissident board members, conflicts of interest, disputes, extraordinary transactions, financial irregularities and internal investigations
• The fiduciary duties of officers, directors and controlling shareholders
• Proxy contests
• Equityholder and board of director deadlocks and corporate dissolution
• Majority/minority equityholder disputes
• Impact of the Sarbanes-Oxley Act, including the development of principles for determining director independence, policies regarding director conflicts of interests, committee charters, and procedures for meetings of committees and non-management directors

We develop arrangements and mechanisms that address and resolve potential future disagreements among equityholders in connection with the governance and operation of their business. In situations involving privately-held enterprises, we achieve this goal by working closely with the client in:

• Choosing the corporate governance model that best suits the needs of the business and its owners
• Crafting an appropriate shareholders', operating or partnership agreement that addresses critical issues, such as the death, disability or departure of owners, equitable parameters for transfer of ownership interests, decision making regarding the operation of the business, and conflict resolution among equityholders
• Selecting the most appropriate method to determine the value of the business in connection with transfer of ownership interests

When equityholders come to us with potential or existing disputes, we endeavor to assist them in finding a practical, negotiated solution. If such a solution cannot be achieved on acceptable terms, we work in tandem with members of our Alternative Dispute Resolution Group and Litigation Group to evaluate the merits of the dispute and to seek to ensure that our client enjoys the full benefit of the rights and remedies available under contract and at law.

Corporate Counseling

The Corporate Group counsels clients on day-to-day legal problems arising from their business operations. In formulating internal procedures and training programs for clients, we seek to anticipate and address potential problems and minimize liability.

Other work in the area of corporate counseling has typically included the following:

Compliance. The review of transactions, operations and procedures for compliance with legal requirements, including those imposed by antitrust, consumer protection, environmental and labor laws as well as the Sarbanes-Oxley Act. This review has often resulted in our being requested to develop or periodically update internal policies for conflicts of interest, insider trading, equal opportunity employment, and records retention, among other policies. In addition, in conjunction with our Government Affairs Group, we monitor, and are involved in, the legislative and administrative process with respect to government actions affecting clients' affairs.

IP Protection and Management. Teaming with our Intellectual Property Group, we develop procedures to protect trade secrets and other intellectual property, and obtain, enforce and defend patents, copyrights, trademarks and service marks. In addition, we assist clients with the management and commercial and financial actualization of their intellectual property assets.

Marketing.We review sales and marketing programs and techniques, including distribution and pricing arrangements, contests and sweepstakes, and online advertising. This review encompasses compliance with consumer protection, food and drug regulation and other applicable regulatory schemes. When needed, we also advise with respect to franchising, licensing, sublicensing and privacy issues and appropriate warranties, disclaimers and policing mechanisms.

Employee Benefits and Personnel. With assistance from our Tax and Employment Groups, we negotiate and assist in the design of personnel and executive compensation policies, the preparation of handbooks, the crafting and documentation of incentive compensation arrangements and the drafting and negotiation of employment and consulting agreements. We also render assistance in employment termination situations and handle employment-related disputes, such as unfair labor practices, employee discrimination and breach of contract claims.

Contracting, Licensing and Outsourcing

The members of our Corporate Group have extensive experience in all phases of commercial contract (i) risk analysis, (ii) drafting, (iii) negotiation and (iv) dispute resolution. We regularly advise clients regarding the implications arising under the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods.

We assist many clients with respect to various types of domestic and international commercial arrangements involving a range of documentation from highly complex transaction agreements to basic purchase orders, terms and conditions, warranties and other ordinary course instruments and forms. Some of the types of transaction agreements we regularly deal with in this area are: technology and other licensing agreements; service agreements; pharmaceutical clinical trial agreements; manufacturing agreements; equipment leases; supply agreements; employment, consulting and seconding agreements; distribution and marketing agreements; outsourcing agreements; purchase finance agreements; indemnity agreements; private label agreements; and take and pay contracts.

In addition to representing clients in one-off commercial contracting matters, we have assisted clients in the development and implementation of contracting systems, including the creation of master contracting forms and utilization protocols and the training of personnel in their use and negotiation.

We also represent service providers in creating business models, strategies, applications and systems by which they make available outsourcing services in a wide range of industries, including transportation, logistics, technology, health care, pharmaceutical marketing and energy. Our attorneys have extensive experience representing customers and service providers in connection with a variety of transactions, ranging from simple services agreements to complex multi-jurisdictional outsourcing arrangements.

Some recent areas of industry concentration with respect to our contracting, license and outsourcing work have included the following:

Technology. Corporate Group attorneys also assist clients with a variety of technology legal services, including licensing and outsourcing, the exploitation of intellectual property and the acquisition or disposition of a project or system. The firm's clients utilize a wide array of outsourcing service contracts relating to information technology services, including applications development and data processing operations, network operations and systems, and business process management. We have been increasingly active in representing companies and investors in the growing area of university technology transfer, including technology licensing, research & development agreements, and related matters.

Pharmaceutical. For our domestic and international clients in the pharmaceutical industry, we have developed clinical trial contracting procedures and documentation. We provide as well as review, analyze and negotiate clinical trial master agreements (between sponsor and contract research organization, and between sponsor and clinical trial sites), lab agreements, consulting agreements and other applicable contracts. We craft decision-making parameters for clients to ensure proper review, consideration and approval of potentially extraordinary risk.

Project Development. We have experience drafting and negotiating the collection of contracts typically involved in the development of power plants and other industrial facilities, including project development agreements, project management agreements, consulting agreements, and engineering, procurement and construction contracts.

Corporate Finance

Our corporate finance and banking attorneys represent issuers and underwriters in offerings of debt and equity securities, including venture capital transactions, private placements pursuant to Regulation D, Regulation S and Rule 144A, private investments in public equity (PIPE) transactions, other private equity investments, mezzanine loans, secondary offerings, medium-term note programs, convertible securities issuances, recapitalizations, and various types of taxable, tax-exempt, secured and unsecured debt financings.

Our extensive debt financing experience includes traditional inventory and receivables lending, other asset-based lending, real estate lending, term loans, lines of credit, project financing, construction loans, mortgage warehousing, pass through financing, commercial paper and public and privately placed tax-exempt bonds and notes. These financings have utilized letters of credit and other credit enhancement devices, complex pricing and yield/cost protection provisions, warrants and other equity kickers and a wide range of collateral, including real estate, securities, general partnership interests, intellectual property, contract rights, aircraft, ships, and petroleum, natural gas, coalbed methane and other minerals and commodities. We assist in structuring transactions, managing and conducting due diligence, and drafting and negotiating all necessary transaction documentation.

We have structured other types of financings, including tax benefit sales, real estate and other syndications, leveraged leases and sale/leasebacks of corporate assets (including intellectual property). We are also familiar with various techniques employed in funding research and design projects, including research and development partnerships.

Our Corporate Finance attorneys are available to assist clients in each step of the capital formation process. We represent clients in raising equity or obtaining financing at various stages of development. With respect to new ventures, we have vetted business plans and have been involved with angel financings. For more mature ventures, we have negotiated second and additional round financings from private sources and strategic and financial investors in the U.S. and abroad.

Inbound U.S. Investments

We also frequently represent corporations located outside the U.S. in making investments and acquisitions in the U.S. We counsel foreign firms on setting up U.S. offices, structuring their U.S. operations, limiting liability and minimizing taxes. Our substantial experience enables us to provide these services in a cost effective manner.

Limited Liability Companies and other Closely-Held Entities

We represent numerous closely held businesses and have substantial experience in advising these clients with respect to their unique issues. Our corporate and tax attorneys regularly counsel these entities in control arrangements and related issues, tax, succession and estate planning, and executive retention through buy/sell agreements, voting trusts and other arrangements. Our efforts frequently involve estate planning so that business interests can be transferred at minimal tax cost and divided ownership and liquidity problems can be avoided. In addition, we provide tax advice regarding Subchapter S corporations, limited liability companies, disguised dividends, executive compensation alternatives and other tax-sensitive transactions.

For more information on Riker Danzig's Closely-Held Business practice click here.

Mergers & Acquisitions, Joint Ventures and Private Equity

We have significant experience representing sellers, purchasers, equityholder groups, target companies, financial advisors, venture capital and private equity firms and other investors in equity and asset acquisitions and divestitures, mergers, business combinations, leveraged buy-outs, takeovers, control and non-control investment transactions, joint ventures and strategic alliances. These clients include Global 500 and Fortune 500 corporations, other large cap companies, middle market enterprises, and emerging growth companies in all stages of development. As a firm, we have the breadth of skill and knowledge to handle sophisticated transactions in an efficient and cost-effective manner while providing our clients with the highest levels of service and attention.

For more information on Riker Danzig's Mergers & Acquisition practice click here.