Corporate and Business Transactions
CondonBusiness’s Corporate and Business Transactions group excels in conducting detailed negotiations on behalf of our clients to structure business transactions in a way that will most benefit our clients now and in the future. We are known for drafting, structuring and negotiating complex agreements and financing documents, aimed at successfully managing risk and avoiding future disputes.
The deep experience of CondonBusiness extends to a broad range of industries which face complex corporate financing and risk management challenges, such as the banking, transportation, energy, service and technology sectors.
Our team advises on corporate and commercial matters such as acquisitions, mergers, reorganizations and recapitalization, sales of stock or assets, general and limited partnerships and limited liability companies. Our range of expertise includes drafting, review and negotiation of purchase and acquisition agreements, Hart Scott Rodino filings, legal due diligence investigations, acquisition financing, purchases out of bankruptcy and related negotiations with brokers, lenders and other third parties. We also handle the structuring of business enterprises including joint venture arrangements, stockholder agreements, the preparation of private placement memos and tax considerations.
CondonBusiness’s corporate services further include SEC compliance, supply and EPC contracts, directors and officers liability, employment agreements and incentive programs, consulting agreements, intellectual property, license arrangements and sales representative and distribution agreements.
Finally, our litigation group is available to advise our business clientele in dispute resolution and, if necessary, proceed with litigation or arbitration.
- Represented seller in the $100M sale of a privately held manufacturing company including engagement of the business broker, review of bid request packages, letter of intent negotiations, organization and oversight of due diligence materials, negotiation and finalization of the formal acquisition agreement, evaluation of real estate titles, negotiation of forbearance agreements with lenders, consultation with tax and environmental consultants, and related employment, consulting and occupancy agreements.
- Represented purchaser of a business unit of a major medical and pharmaceutical company for $110M plus earnout and success fee payments; negotiated acquisition agreement and post-closing manufacturing and service transition agreements with seller.
- Represented a privately owned service company in the sale of a minority equity interest to a private equity fund, including preparation of a shareholder agreement covering voting rights, and sale and buyout provisions; represented the same company in financing and executive incentive arrangements for its Israeli subsidiary.
- Represented a German client in the purchase of two privately held U.S. manufacturing companies to extend its business platform to the United States.
- Prepared a private placement memo for circulation to potential equity investors in an upstate New York resort hotel.
- Prepared agreements with sales representatives for the U.S. subsidiary of a maker of industrial equipment in the U.K.
- Represented a foreign bidder in the sale of a medical technology company out of bankruptcy, including comments on the acquisition agreement, preparation of bid and consultation with patent consultants.
- Representation of an Italian beverage company in relations with its U.S. distributor.
- Representation of majority owner of a publicly traded U.S. company in securities law compliance matters in connection with Rule 144 market sales, including preparation and filing of SEC reports.
- Representation of U.K. based investment fund regarding SEC compliance in sales to U.S. investors.