Corporate

Bressler lawyers mean business.  Our attorneys consistently provide innovative solutions to sophisticated challenges by devising creative and practical ideas.  Bressler attorneys have a dynamic combination of sound business judgment and legal savvy who think outside of the box to provide practical advice that companies need.  We serve as both general and special transactions counsel for entrepreneurs, emerging and fast-growth companies, closely-held businesses, middle market companies and other organizations.

We are totally committed to understanding our clients' objectives, and making them our goals.  We work in partnership with our clients on every legal aspect of their business.  We are dynamic legal thought leaders who offer substantial value by looking beyond the immediate transaction or project to anticipate and address issues that may affect our clients’ commercial objectives.  Our experience spans the gamut of transactions, ranging from organization, structuring and tax planning; to mergers, acquisitions, dispositions and spin-offs; to corporate finance and securities law; to business planning and corporate restructuring. 

We are focused on our clients' individual needs and bottom-line.  Our clients are diverse, with unique needs and budgets. Our success depends upon understanding our clients' objectives and advising appropriately on strategies.  Our attorneys guide entrepreneurs seeking investment introductions and financing at every stage of the capital raising process, as well as seasoned corporations seeking to expand their market position through targeted acquisitions. 

Our lawyers understand the often critical role capital plays in the realization of a vision.  We consistently negotiate, document and close stock and asset acquisitions, recapitalizations and debt and equity financings for all types of companies.  Our experience includes the representation of small businesses in early round financings, to major corporations in connection with cross-border transactions.  Our attorneys have closed, private placements and initial and secondary public offerings.  We also structure and close a variety of debt financings, as well as advise on a host of workout situations when needed.

Bressler is an integral part of your team.  We view our clients as partners and are committed to long-lasting and beneficial relationships.  As a result, we are called upon again and again to advise on the day-to-day operations and compliance issues with which our clients are faced.  Our attorneys cover areas ranging from corporate governance and regulatory compliance, to executive compensation and employee benefits.  We have negotiated and closed distribution and agency agreements, technology licenses and manufacturing and supply contracts, among many other kinds of agreements.  Our attorneys advise on matters involving the Uniform Commercial Code (UCC) and trade regulations.  We have also counseled our clients on exit strategies, takeover bids and fiduciary liability.

  • Corporate and Business Counseling
    • Innovation is at the core of our Business practice.  We represent clients that range from start-ups to large international corporations on the day-to-day questions and challenges that arise in the course of doing business.  We actively serve as “outside general counsel” for organizations facing every phase of development.  Our capabilities span the full array of substantive corporate disciplines, including:

      • Asset purchases and sales
      • Contracts
      • Corporate reorganizations
      • Distribution and franchise law
      • Entity formation
      • Equity and debt offerings
      • Executive employment agreements
      • Intellectual property protection
      • Joint ventures and partnerships
      • Labor and employment matters
      • Licensing arrangements
      • Mergers and acquisitions
      • Private placements
      • Real estate
      • Strategic alliances
      • Technology transactions
      • Venture capital financing

      We are an integral part of your management team.  Bressler advises a broad selection of companies.  We are called upon to form corporations, partnerships and limited liability companies, structure joint ventures and plan corporate reorganizations.  We negotiate and draft buy/sell, shareholder, licensing and finance agreements.  Our attorneys’ corporate finance experience ranges from private placements, venture financings and public offerings; to letters of credit, guarantees and a broad array of debt agreements.

      Our attorneys work diligently with publicly-held companies to prepare SEC disclosure, securities ownership and stockholder meeting documents and proxy statements.  We negotiate and close merger and acquisition transactions, including tax-free stock and taxable cash/cash combination transactions; management buy-outs and charter amendments; spin-offs, repurchases of securities and/or reorganization endeavors.

  • Corporate Governance
    • Bressler delivers customized programs that mitigate risk.  Business owners and operators face hindrances that permeate every area of their business.  Regardless of whether a company is public or private, newly formed or established, the creation and execution of sound policies and procedures is of paramount importance to our clients. 

      Corporate governance, the system by which an organization is directed and controlled, is a rapidly expanding area of concern for private and public companies, foundations and other institutions.  It involves regulatory and market mechanisms and the roles and relationships of management, executives, employees and boards of directors.  It also includes policies and practices pertaining to external stakeholder groups, such as shareholders, debt holders, trade creditors, suppliers, customers and communities that are affected by the corporation’s activities.

      Our attorneys have counseled these diverse constituencies, taking into account their various conflicts and responsibilities in such circumstances as take-overs (including prevention mechanisms), buy-outs, going-private transactions and investor negotiations.  Our team has advised management, boards of directors and special committees in devising and executing the myriad of necessary policies and practices, including those pertaining to:

      • Codes of conduct, rights and responsibilities
      • Disclosure and reporting requirements
      • Executive compensation and employee benefits
      • Reporting systems and firewalls
      • Fiduciary duty
      • Duty of care and loyalty
      • Business judgment rule
      • D&O insurance and indemnification
      • Investigations and defense
      • Structuring and drafting Audit Committee, Nominating Committee and Compensation Committee Charters
      • Rights plans and other anti-takeover methods
      • Insider trading policies including, advising both insiders and brokerage clients on insider buy/sell programs (10b5-1 Plans)

      We assist clients to develop and implement best practices, as well as advise on the legal consequences of corporate and securities transactions.  Our team employs an efficient approach to guiding clients through insider trading policies, employment and executive compensation matters, protection of proprietary information, conflicts of interests and self-dealing. 

      Our attorneys also continuously monitor Sarbanes-Oxley and Dodd-Frank legislation, as well as SEC, NYSE and NASDAQ initiatives.  We provide our clients with periodic updates on the newest developments involving corporate compliance legislation. 

  • Emerging Companies
    • Bressler works with clients to structure, finance and grow new companies.  Now more than ever, new and emerging companies represent the future of our economy.  Bressler’s Business team understands what it takes to help emerging and high growth companies get off the ground, expand and thrive.  Our attorneys have formed scores of new companies in verticals that range from technology and life sciences, to retail and consumer goods, to professional and financial services and beyond.

      We understand the absolute importance for immediate solutions to be delivered in a timely and cost-effective manner.  Our attorneys review business plans and investor decks, as well as evaluate key strengths and weaknesses, structure the business entity, fundraising arrangements, employment agreements and incentive stock plans.  We provide access to outside relationships with accountants, insurance companies, investors and venture capitalists in order to provide added value to our clients.

      We work diligently to ensure that our clients' financing goals are realized.  Our attorneys have facilitated, negotiated and closed transactions that range from angel and venture financings to joint development agreements.  As a business reaches milestones and enters different phases of maturity and growth, we are there to navigate our client through all exit events, such as mergers, acquisitions, dispositions, IPOs and liquidity fundings.

      Our attorneys address the daily challenges expanding businesses face.  Running an emerging or high growth company requires a law firm that can do it all. We safeguard copyrights or trademarks, execute licensing agreements, provide corporate governance related counsel and negotiate and document the terms of a joint venture or strategic alliance.

  • Formation and Organization
    • It is imperative for an enterprise to begin on solid ground.  Choice of entity structure depends upon many factors, and can change and evolve over the life of a business.  Bressler attorneys work with clients to analyze and select the optimal business structure for each client’s unique needs and goals.  Whether our client is considering a corporation, partnership or a limited liability company (LLC), this process requires careful evaluation of both long- and short-term goals.

      We maintain a long history of working with new and existing businesses.  We are retained to advise business owners, managers, officers, directors, investors and advisors throughout the various stages of commercial development and maturity.  Our attorneys have advised clients ranging from single entrepreneurs to Fortune 500 corporations and strategic investors.  We are innovative because we have seen “the view” from so many different points of reference, particularly in forming corporate entities in a way that maximizes our client’s ability to reach their goals.

      We have analyzed the full scope of issues that arise when selecting the appropriate entity structure for both new and existing business ventures, including the:        

      • Operating costs of each business structure
      • Service and asset contributions
      • Capital requirements and financing structure
      • Federal and state tax liabilities
      • Corporate governance and operating flexibility
      • Indemnification and liability limitations
      • Liquidity events and exit strategies
      • Corporate control, board or management structure
      • Effect on the ability to raise capital and access capital markets

      We understand our client’s business needs and goals, and make them our own.  On many occasions, Bressler’s team is engaged to assist with the development of the preliminary business plan from both a legal and business perspective.

  • Mergers and Acquisitions
    • Bressler’s M&A team never loses sight of the end result — our client's goal.  We advise large and midsize companies and entrepreneurs on M&A transactions.  We immerse ourselves in our client’s business to provide innovative solutions to complex legal issues that arise in such transactions.  We protect our client's legal interests throughout the transaction, while simultaneously getting the deal done.  Where necessary, we think outside of the box to provide innovative solutions to seemingly insurmountable obstacles.

      Our M&A capabilities include the purchase and sale of private and public companies, and we advise acquiring and selling companies, boards and special committees, financial advisors and investment bankers, as well as majority, minority and dissident shareholders. 

      Our attorneys are known for working cooperatively with deal participants.  We are respected for having a real impact on closing the transaction at hand.  Our attorneys have been involved in every aspect pertaining to M&A, including:

      • Stock and asset purchases/sales
      • Mergers
      • Tender offers
      • Takeovers
      • Exchange offers
      • Divestitures
      • Management buyouts
      • Spinoffs
      • Restructurings

      At the heart of our M&A practice are seasoned and savvy business-minded lawyers. M&A counsel requires a multi-dimensional understanding of the law and business.  Our attorneys consistently structure, negotiate and close complex transactions. 

  • Private Equity and Venture Capital
    • The success of an equity or other capital transaction requires a multi-dimensional perspective of the needs of the participants involved.  Bressler's Private Equity practice offers practical advice and business-focused solutions to help our clients achieve their business goals. We understand how to assist private equity and venture capital investors to ascertain the financial returns and operational control they require  — while simultaneously helping fast-growing businesses to obtain the capital and creative dexterity they need.

      Bressler’s Business team connects people and money.  We understand investments from every seat at the negotiating table: 

      • Entrepreneurs
      • Emerging companies
      • Management teams
      • Angel investors
      • Private equity funds
      • Venture capital firms
      • Transaction sponsors
      • Portfolio companies
      • Co-investors

      We structure and negotiate the transaction in order to realize maximum benefit for the investment.  We represent our clients in all transactional matters including formation, structuring, operational and regulatory compliance. 

      Our Attorneys have advised emerging companies in all stages of their life cycles, from formation to IPO, and everything in between.  Our attorneys provide a full range of services to emerging companies.  We combine comprehensive knowledge of the venture capital market and a clear understanding of our clients' vision and business objectives to provide creative solutions and practical legal advice at every stage of the business cycle.  We connect business owners to funding sources, as well as negotiate desired payment, liability, tax and management terms.