TECHNOLOGY
The convergence of technology in today’s economy requires companies to be vigilant in identifying their technology, properly protecting it and commercializing their products and services in a manner that generates revenue. Our attorneys counsel clients in the creation, development, protection and commercialization of their technology assets. We help clients at all stages of growth on strategies in negotiating and structuring transactions and complying with the continually evolving legal framework applicable to their assets. Our technology practice includes:

• Negotiating, structuring and drafting technology transfer and licensing agreements, strategic alliances, joint venture agreements and supplier, OEM, VAR and dealer agreements for corporate entities, universities, and collaborative institutions, including the U.S. government;
  
  
• Identifying and protecting trademarks, service marks and copyrights through registration and maintenance and strategies of enforcement;
  
  
• Advising on the acquisition of technology assets;
  
  
• Protecting inventions, creations and trade secrets through intellectual property assignments, nondisclosure and non-compete agreements;
  
  
• Advising on marketing and promotion laws and e-commerce matters; and
  
  
• Acting with of-counsel relationships for clients on patent filings and matters related to prosecution and defense of patents and other intellectual property.
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FINANCE
Our attorneys counsel clients in the areas of finance, including corporate restructuring, and public private offerings of debt or equity. By understanding our clients’ business objectives, we are able to advise on appropriate financing solutions and we leverage our connections to help with execution. We have counseled companies large and small, venture capitalists, and angel investors in structuring and implementing financing strategies. Our corporate finance practice includes:

• Representing issuers in private placements and public offerings of equity and debt securities, including, venture capital and private placements of securities under Regulation D to accredited, institutional, or other investors;
  
  
• Negotiating secured and unsecured commercial loan transactions;
  
  
• Negotiating and preparing agreements for the acquisition or disposition of companies or assets;
  
  
• Structuring financing of both taxable and nontaxable reorganizations, spin-offs and acquisition transactions;
  
  
• Assisting public and private companies with federal and state securities law compliance obligations and practices in connection with fund raising transactions;
  
  
• Representing high net-worth and venture capital and private equity fund investors in connection with investments; and
  
  
• Creation of private equity funds, mortgage funds and merchant banking funds.
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BUSINESS
Our experience with sophisticated corporate clients and entrepreneurs over the years has allowed us to develop the skills and depth necessary to represent all business clients efficiently in today’s competitive market. Our attorneys regularly counsel clients on a wide variety of business matters ranging from general contract law and entity formations, acquisitions, restructurings, sales, and dissolutions to issues involving financing, securities regulation, executive compensation, protection of ownership interests and intellectual property. We also regularly counsel companies and boards on corporate governance matters and provide periodic reporting and compliance services for public companies. Our business practice includes:

• Negotiating and preparing agreements for mergers and acquisitions, including business combinations and divestitures asset and stock purchase transactions, consolidations, reorganizations, liquidations, divisions and similar restructurings;
  
  
• Establishing the initial organizational structure, including preparing shareholder, partnership, limited liability company and similar agreements defining the rights of the parties;
  
  
• Advising officers and directors on fiduciary responsibilities and obligations and corporate governance issues;
  
  
• Negotiating, on behalf of lenders and borrowers, secured and unsecured bank and other institutional loan agreements, mortgages and similar financing instruments;
  
  
• Structuring strategic alliances and cutting-edge joint ventures, establishing licensing and technology transfer arrangements, negotiating venture financing transactions and developing other creative financing techniques;
  
  
• Developing and documenting executive compensation arrangements and employee benefit programs;
  
  
• Preparing dealership, distributorship, licensing, technology transfer, franchise and similar agreements;
  
  
• Compliance with public filing and SARBANES-OXLEY requirements; and
  
  
• Representing health-care clients in connection with transactions specific to the health care industry, including Medicare and Medicaid, fraud and abuse, STARK, anti-trust, and insurance issues in business combinations and transaction relationships.
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REAL ESTATE
Our attorneys counsel clients in all aspects and phases of real estate, including acquisitions, sales, development, leasing, and financing commercial transactions. We have experience representing all types of clients in connection with their real estate concerns, including lenders, borrowers, and land developers. Additionally, we have experience assisting our clients with interim, permanent, and construction loans, workouts, restructures, other structured financings. With our background in securities laws, we also assist clients in raising real estate capital through equity syndications, private offerings, and convertible debt.
Our real estate practice includes:

• Negotiating, structuring, and drafting real estate purchase and sale agreements and commercial loan agreements;
  
  
• Negotiating, structuring, and drafting commercial lease transactions, including negotiating and drafting office, retail, and industrial leases, and the enforcement of landlord and tenant remedies under such leases;
  
  
• Negotiating, on behalf of lenders and borrowers, secured and unsecured bank and other institutional loan agreements, mortgages, and similar financing instruments;
  
  
• Advising clients on the acquisition of real estate, including issues relating to real estate development; and
  
  
• Advising clients on raising real estate capital through equity syndications, private offerings, and convertible debt.
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EXPERT WITNESS
Based on our significant experience in the transactional matters described elsewhere on our website, we offer expert witness services to support
litigation related to business disputes. We have also been engaged as expert witness to testify to the standard of care in legal malpractice claims related
to transactional and corporate legal matters. Whether it be testifying to custom and practice when interpreting contract clauses, standards of care and duty
for boards and other fiduciaries, or standards of care for legal professionals, our years of experience in sophisticated corporate and finance transactions
make us an excellent choice when considering engaging an expert in
litigation of business matters.
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