Corporate

The Corporate Practice Group represents diverse corporate clients, including commercial and investment banks, mutual funds, real estate owners and developers, hotel owners and operators, technology and telecommunications companies, health care facilities and biotechnology companies, advertising and media concerns, manufacturing corporations and retailers.  We are also experienced in representing not-for-profit, tax-exempt organizations, including medical, religious, educational and cultural institutions and public and private foundations. Our business legal advice often helps clients evaluate opportunities and helps them meet their business objectives in an increasingly complex legal and business environment.

We provide counseling and representation on a wide spectrum of business concerns, including:

  • Corporate finance
  • Commercial transactions
  • Mergers, acquisitions, purchases and sales of stock and assets
  • Partnership matters
  • Franchise activities
  • Federal and state securities laws and regulations
  • Joint ventures and leasing agreements
  • Stockholder agreements and other ownership contractual arrangements
  • Tax planning
  • Venture capital
  • Executive employment and severance arrangements

Our Corporate attorneys play an integral role in structuring, negotiating and implementing a variety of business transactions and combinations involving both public and private institutions. The Corporate Practice Group effectively mobilizes our Firm's skills across a range of relevant disciplines - Litigation, Real Estate, Health Law, Commercial Finance, Tax and ERISA - to meet our clients' particular needs.

Representative Matters

Mergers and Acquisitions

  • Represented leading East Coast environmental consulting company in its merger with a West Coast engineering company to create a nationally recognized environmental engineering firm specializing in aquatic, shoreline and water resource projects.
  • Engaged by a private equity firm for the acquisition and divestiture of its portfolio companies, including due diligence investigations of corporate targets.
  • Represented Ambulatory Surgery Center (“ASC”) and its limited liability company owners in the sale of membership interests and assets of ASC for $14 million.
  • Represented stockholders of a battery manufacturing company in the sale of its stock for $10 million and negotiation of a long-term real estate lease for its manufacturing facility.
  • Assisted majority stockholders of a national metric parts distributor in the buy-out of a minority stockholder for $3.1 million.
  • Represented a Wendy’s franchisee in the acquisition from franchisor of assets of seven fast food restaurants in two states for $16.3 million.
  • Counsel for member of a limited liability company in the sale of his membership interests in company that sells ergonomic workplace equipment and systems for $8.5 million.
  • Represented owner of a gluten-free food magazine in the sale of corporate assets to a national publisher for $1.4 million.
  • Engaged by a physical therapy practice for the sale of its assets for $12.7 million.
  • Represented a McDonald’s franchisee in its purchase and sale of ten McDonald’s restaurants in transactions totaling $15.8 million.
  • Represented a local newspaper publisher in the development of a joint venture with cable network.
  • Assisted a management company in the purchase of imaging centers and medical billing company for $4.3 million.
  • Represented affiliated advertising and marketing companies in the sale of their assets for $2.1 million.

Corporate Restructuring

  • Advised business clients on corporate restructurings, redemptions of shareholder or LLC membership interests, buy/sell arrangements and joint ventures.
  • Counseled franchisee in restructuring of $24 million in debt.
  • Represented gasoline wholesaler in buy-out of minority shareholder and renegotiation of gasoline supply and branding agreements.
  • Advised consortium of self-insured municipal health plans on the restructure of inter-municipal arrangements and establishment of stop loss program.
  • Represented bridge painting company to issue additional stock to rebalance capital holdings in line with capital investments by shareholders.

Start-ups and Capital Raising

  • Represented start-up companies, providing advice on the choice of entity, the creation of LLCs, partnerships and corporations, preparation of formation and governance documents, including by-laws, partnership agreements, operating agreements, and shareholder agreements.
  • Represented laboratory company in formation of corporation, draft by-laws, shareholder’s agreement, consulting agreements, employment agreements and management agreements.
  • Counseled companies to raise capital through issuance of Series A preferred stock and convertible notes, venture capital and commercial lending.
  • Served as counsel for start-up companies advising founding shareholders with “friends and family” financing and drafted subscription agreements, private placement memoranda and other transactional documents.

Corporate Counsel

  • Acted as corporate counsel to owner of eight luxury automobile dealerships with six showroom locations.
  • Represented software company in connection with the negotiation of various corporate, IT, IP and other commercial agreements.
  • Served as outside counsel to owners and professional entities in diverse professions, including medicine, dentistry, engineering, accounting and law, in acquisitions, corporate governance, buy-sell agreements and succession planning.
  • Act as outside general counsel to consortium of self-insured municipal health plans.
  • Advised board of directors of manufacturing company on separation of stockholder, director and chief executive officer and subsequent recapitalization of all Series A preferred shares and common stock.
  • Served as outside counsel to privately held companies providing advice on corporate governance, tax issues, executive employment agreements, consulting arrangements, borrowing, license agreements and commercial contracts.
  • Served as United States counsel to Chinese heavy machinery manufacturer and negotiated dealer agreements throughout the continental United States.
  • Counseled privately-held businesses on dissolution, wind-ups, deadlock and disputes between equity holders.
  • Acted as outside counsel to an international executive search firm and negotiated license agreements with multiple local branch owners worldwide.

Bleakley Platt is committed to our clients’ success and believes that in some instances, an alternative fee arrangement may be preferable to a traditional hourly fee structure. Such arrangements require approval by the Firm’s management.  To learn more about the Firm’s policy regarding alternative fee arrangements, click here or speak with a partner.

For questions regarding our Corporate Practice Group, please contact Partners Robert Braumuller at (914) 287-6185 or Peter Bassano at (914) 287-6102.