Corporate and M&A

Corporate and M&A

Overview

The Firm's Corporate practice provides counsel to clients involved in a wide range of businesses, including telecommunications, manufacturing, construction, computer software development and distribution, multimedia production, business-to-business internet solutions, records management, insurance companies and agencies, management consulting services, public accounting, health industry, food distribution and building supply. Clients vary in size from private, closely held entities to public and multi-national corporations.

Services

Entity Selection and Formation

The Firm’s Corporate practice advises clients in entity selection, including the comparative analysis of corporations, subchapter S corporations, limited liability companies, limited and general partnerships, and limited liability partnerships.

The Corporate practice assists clients in forming new entities for start-up businesses, mergers and acquisitions, single purpose investments, subsidiaries for existing entities, and joint ventures. The Corporate practice also provides advice regarding entity formation documentation, such as articles of incorporation, articles of organization, certificates of limited partnership, bylaws, organizational meeting minutes, stock certificates, and subscription agreements.

Contact: Travis N. Carter
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Corporate Governance and Fiduciary Duties

The Firm’s Corporate practice advises corporations and their officers and directors on corporate governance and fiduciary duties, including the drafting and implementation of compliance and governance documentation, the review of directors' and officers' liability insurance coverage, the scope of officer and director authority, the standards of care applicable to the consideration of corporate transactions and consent required to approve such transactions, and officer and director indemnification. In addition, the Corporate practice assists clients in compliance with the Sarbanes-Oxley Act.

The Corporate practice also has experience in defending officers and directors against derivative lawsuits and other disputes arising out of corporate governance issues including, but not limited to, lawsuits arising out of accounting restatements.

Contact: J. Marbury Rainer
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Executive Employment and Severance

The Firm's Corporate practice represents employers and executives in the negotiation of employment agreements, non-competition agreements, confidentiality agreements, severance agreements, and change-in-control agreements. The Corporate practice has experience defining an executive's compensation (salary, bonus, and equity compensation), benefits, job duties, to whom the executive's directly reports, and post-termination of employment restrictive covenants. The Corporate practice also has experience in drafting and reviewing stock option plans and nonqualified deferred compensation plans for executives.

In connection with the severance of employment (both voluntary and involuntary), the Corporate practice assists both employers and executives in the negotiation of severance terms, including the continuation of compensation and benefits, the exercise of stock options, potential claims against the employer, and mutual releases of the employer and the executive.

Contact: J. Alston Thompson, Jr.
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Shareholders', Operating and Partnership Agreements

The Firm's Corporate practice represents individuals and entities in the drafting, review, and negotiation of shareholders' agreements, limited liability company operating agreements, and partnership agreements. These agreements routinely address restrictions on transfer of stock or ownership interests, buy/sell rights and obligations, management duties and authority, voting rights, rights of first refusal, tag-along and bring-along rights, and restrictions on competing activities by owners and management.

The Corporate practice has experience drafting these agreements to effect succession planning objectives in closely-held and family-owned businesses and incorporating different classes and forms of equity, such as preferred and incentive equity, into the entity's capital structure.

Contact: J. Alston Thompson, Jr.
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General Contract Negotiation

The Firm's Corporate practice assists clients in the drafting, review, and negotiation of a wide variety of contracts in routine and extraordinary transactions. The Corporate practice assists both clients acquiring and providing goods and services.

The Corporate practice experience includes employment agreements, supply agreements, consulting agreements, settlement agreements, indemnity agreements, equipment leases, management agreements, independent contractor agreements, licenses, and outsourcing agreements.

In addition, the Corporate practice develops form and template agreements for clients to use in on-going operations without requiring the assistance of counsel for every transaction.

Contact: Travis N. Carter
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Business Acquisitions, Divestitures, and Joint Ventures

The Firm's Corporate practice assists buyers, sellers, borrowers, lenders, and investors in the negotiation and financing of equity and asset acquisitions and entering into joint ventures and strategic alliances.

The Corporate practice has experience in all stages of acquisitions, divestitures, and joint ventures, including the drafting and negotiation of confidentiality agreements and letters of intent, conducting due diligence, preparing and completing purchase and joint venture agreements, and closing transactions.

Contact: Paul L. Hudson, Jr.
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