Our counseling is driven at all times by the client's business objectives. We pride ourselves not only on having extensive experience in traditional legal practice areas, but also on developing an in-depth understanding of our clients' businesses and operations to assure maximum responsiveness and value. Whether it's just a quick review of a contract for any "red flags," or in depth structural, regulatory or tax planning, our advice is tailored to meet each client's particular needs and goals.

We team with clients to provide integral assistance in decision making, concentrating in four complementary areas:

Strategic Planning: All phases of life-cycle planning for companies and owners, starting with choice of entity - corporation, partnership, LLC - plus tax planning and exit strategies.

Business Operations: Day-to-day assistance with all phases of business operations, including contracts, trade regulation, distributorships, employment, tax, advertising, trademarks and creditors' rights.

Transactions: We handle transactions of varying size and complexity, including asset and stock acquisitions, divestitures, mergers, financing, securities offerings, leveraged leases, joint ventures, strategic alliances, commercial real estate, management and leveraged buyouts, and employee stock options and other compensation arrangements.

Regulatory Compliance / Risk Management: Development and monitoring of programs in several areas, including antitrust, employee rights, environmental law, and other regulated areas.

Click on specific business law areas in the left column for more details.

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Private Placement and Venture Capital

We have represented numerous issuers in private placement of both debt and equity. In many cases, these placements represent the culmination of a wide range of business and financial structuring services for the client, including choice of entity, after consideration of the tax and other implications. Our venture capital practice includes frequent representation of investors, investment advisers, and all types of issuers of securities (corporations, limited partnerships, LLCs, etc.). Recently, we have formed a number of specialty investment vehicles for our clients, including real estate, small cap company investments and foreign funds investments in Russia, Hong Kong and elsewhere in the Far East.

Institutional Finance

We regularly represent commercial borrowers in institutional financing transactions. These transactions, which range from simple operating lines of credit to complex multi-tiered facilities, include term and revolving credit facilities, asset-based lending transactions, real estate construction and permanent financing, project financing, and equity participation. We also have represented various banking and other financial institutions in their role as lender to commercial customers, in both single-bank and multi-bank transactions.

Equipment and Aircraft Leasing

In the past several years, we have handled in excess of $400 million in aircraft leveraged leases, usually representing the equity participants in such transactions. These transactions have included single investor leases and publicly financed transactions. We also regularly represent lessees in aircraft and other business and computer equipment leasing transactions. go back to top

Our extensive experience in M&A includes structuring, negotiating and closing of acquisitions and divestitures of businesses and entities for companies in a wide variety of industries. Our experience encompasses not just commercial transactions, but also antitrust concerns, minority shareholder rights issues, transitional needs, human resources, customer service, inventory management, cross licensing needs, regulatory compliance, taxation and individual planning, estates and trusts. We participate in the due diligence investigation for targets and purchasers. We also advise our clients on the related commercial real estate, environmental, employment and intellectual property issues that accompany most mergers and acquisitions.

	Acquisition of a New York City-based textiles manufacturer and distributor, including related secured financing and the follow on acquisition of the operating assets of a distributor of textiles to the hospitality industry with national and Canadian operations, resulting in an entity with consolidated annual revenues of greater than $200 million.
	Acquisition of a manufacturer of metal racks and parts primarily for the automotive industry, two companies engaged in the motor oil distribution business and a construction company for fire sprinklers, and the sale of a printing and mailing company, for a Swiss investment group managed by a private equity client.
	Acquisition and merger of two competitive businesses and the simultaneous preferred equity financing by venture capital investors, followed by the sale of the company several years later in a stock merger with a related enterprise, in connection with an automotive parts aftermarket business.
	Acquisitions of regional distributors for the telecommunications, utility and municipal industries in the western, southeastern and southern regions of the United States for a NYSE diversified global manufacturer of construction, infrastructure and mining-related capital equipment with annual revenue in excess of $3 billion.
	Aggregation of regional brokerage firms to form nationwide insurance brokerage service organization.
	Sales of aluminum ingot casting and drawn tube aluminum extrusion facilities in North Carolina.
	Strategic divestiture of disulfonates manufacturing business by chemicals manufacturer.
	Sale of marketing and promotion business to NYSE worldwide advertising and related services company.
	Acquisition of West Coast wine-related supply and manufacturing business.
	Sale of a specialty die mold manufacturer to a British public company for cash and convertible rights to shares listed on the London Stock Exchange. Click here for a full list of recent transactions (PDF). go back to top

Our firm has an active federal and state securities practice involving public issuers. In addition to representing issuers in public offerings, we counsel our publicly traded clients in the areas of stock options, employee stock purchase plans and corporate defense. Offerings and related securities matters we have handled include:

	Representation of AMEX listed geophysical equipment and industrial products manufacturer in its securities compliance matters.
	A going-private transaction by a publicly held healthcare corporation.
	The initial public offering and follow-up offering for a leading bicycle manufacturer.
	Implementation of a stock repurchase program and a stockholders rights plan (poison pill) by a publicly held corporate client. .

We provide ongoing services and advice in the preparation and filing of various '34 Act filings (proxy statements, 10-K's, 10-Q's and 8-K's), as well as advice regarding Schedules 13D and 13G, Section 16 filings and Rule 144 requirements and filings. Our practice also includes providing continuing advice to shareholders, officers and directors of publicly-held companies about federal and state securities reporting, registration, filing and other requirements, including compliance with the Sarbanes-Oxley Act of 2002. In addition, we counsel a number of securities professionals on a variety of matters involving federal, state and self-regulatory organization requirements, including requirements for formation, registration, reporting, employee oversight and compliance, audits and custodial arrangements. go back to top

Our tax practice includes both transactional and general advisory representation on domestic and international tax matters for all manners of business entities, including tax-exempt entities. We assist on federal and state tax-related aspects of structuring and implementing diverse corporate and financial transactions, such as corporate acquisitions and dispositions, new business operations, investment funds (domestic and off-shore), workouts and reorganizations. We also represent clients in federal and state tax audits and controversies. See Taxation for additional information. go back to top

We provide advice to management on a wide range of employment issues such as:

	Wrongful discharge, termination and severance procedures and policies.
	Wage and Hour law compliance.
	Americans with Disabilities Act issues.
	Compliance with anti-discrimination laws.
	Compliance with the Family and Medical Leave acts (both federal and state).
	Drafting and negotiating employment contracts, executive compensation and separation packages, stock-based compensation plans, etc.
	Preparation of employee handbooks.
	Structuring employee benefits.
	Administering tax-qualified benefit plans.
	Duties of in-house fiduciaries of tax-qualified benefit plans.
	Seminars for our clients on employment law topics such as sexual harassment.
	Investigating and resolving sexual harassment and other discrimination claims.
	Enforcement of noncompetition and nondisclosure agreements.
	Compliance with electronic and e-mail monitoring laws (both federal and state).
	Trade secrets protection.
	Identifying and resolving employee privacy and security issues.

We advise and assist executives and employees in their negotiations to enter into, modify or terminate employment relationships, including the tax-related aspects of compensation planning and separation agreements. We counsel executives on change of control agreements, incentive plans, equity compensation, stay bonus arrangements, corporate indemnification and insurance, and governance agreements. We also represent employers in proceedings before the Equal Employment Opportunities Commission (EEOC) and the Connecticut Commission on Human Rights and Opportunities (CHRO), and in employment-related litigation in state and federal court. See Commercial Litigation for additional information. go back to top

We advise and assist clients in all aspects of acquiring, developing, protecting and licensing valuable intellectual property rights. Our clients have included software developers, Internet businesses, advertising and promotion agencies, publishers, biotechnology companies, fashion designers, motion picture studios, and businesses in many other industries.

Copyright

	Contracts for ownership, use and licensing of software, artwork, photographs, texts, music and other works of authorship.
	Registration at the U.S. Copyright Office.
	Prosecuting and defending infringement actions.

Trademark

	Searching proposed marks for availability.
	Advice on adopting, using and maintaining marks.
	Registering and licensing marks in the United States and in foreign countries.
	Protecting trademark rights both in court and by working with the Customs Service, law enforcement agencies and private investigators to pursue U.S. and foreign infringers and counterfeiters.

Trade Secrets & Patents

	Licensing of proprietary know-how.
	Contracts for nondisclosure and protection of valuable information clients disclose to employees, suppliers and other companies.
	Obtaining injunctive relief and other legal remedies to protect our clients' rights.

Information Technology

	Website development agreements.
	Content licensing for multimedia and web-based products and services.
	Internet linking and service agreements.
	Domain name disputes.
	Computer hardware sales and software licensing.
	Compliance with regulation of on-line activities, including privacy policies, advertising restrictions, etc.
	Development of end-user license agreements.
	Advice on e-commerce.

Licensing

	Bundling and OEM agreements for application programs to be sold by companies such as Microsoft and Palm.
	Biotechnology patent licensing, including university research agreements.
	Software development and use agreements, including corporate transactions and consumer end-user agreements.
	Print and music publishing.
	Computer hardware business operating systems.

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In our workout and bankruptcy practice, we give ongoing advice and guidance to clients about their rights, remedies and options - both before and after a bankruptcy filing. We assist in loan restructuring and negotiated claims settlements and provide related tax advice. When negotiated settlements cannot be reached, we prosecute and defend claims in state and federal courts. Our bankruptcy practice includes representation of creditors. We have represented banks, hospitals, insurance companies, landlords, trade creditors, bondholders, and co-venturers of debtors in bankruptcy courts throughout the country, prosecuting claims against bankruptcy estates, preserving property and contract rights, bidding for estate assets, and prosecuting and defending avoidance actions. go back to top

We assist clients in the installation and oversight of risk minimization and legal compliance programs in such areas as antitrust, employee rights and environmental law. These preventive measures can dramatically reduce the exposure of doing business both to the enterprise and to its executives and other representatives. go back to top

Our firm has practiced in the area of advertising, sweepstakes and sales promotion law for more than 30 years, assisting national promotion marketing and advertising agencies, coupon distributors, packaged goods manufacturers and popular consumer brands. For example, we: advise and assist on legal compliance, from concept through implementation and fulfillment, for all types of promotions, including: sweepstakes, instant win games and skill contests Internet and mobile media promotions business-to-business and trade promotions consumer offers (rebates, coupons, premiums) review advertising copy and substantiation, including print, packaging, mail, web, email, mobile, television and radio assist obtaining registration and bonding of promotions advise on trademark and copyright issues related to the promotion draft and review prize, eligibility and publicity releases draft and review agency contracts and indemnity agreements advise on and review webpage design, disclosures and privacy policies go back to top