From NYSE-listed companies to the proverbial entrepreneurs in a garage, Pierce Atwood's Business Group counsels enterprises large and small on both their daily business needs and most crucial business transactions. Our clients are involved in industries as diverse as life sciences, medical devices, software, telecommunications, footwear and apparel, banking and financial services, renewable energy, petroleum products distribution and forestry products.
Our Business Group seeks to be an integral part of our clients' management teams, intimately familiar with their business imperatives, while also coordinating the delivery of expertise from the firm's other practice groups. Whether the matter involves the purchase or sale of a business, an offering of securities to finance growth, a strategic investment or a contract with an important new customer, we supply leadership and timely, practical advice to get the deal done.
Areas of Expertise
Our attorneys have extensive experience in accessing capital markets through a variety of mechanisms. In the past few years alone, we have assisted issuers and underwriters in an array of capital markets transactions raising hundreds of millions of dollars, ranging from underwritten public offerings of common stock or convertible debt securities to common stock and convertible debt PIPEs to tax-exempt bond financings. We understand the rhythm and timing of these transactions, the urgency of hitting market windows and the process of getting through SEC review. We have experience working with Canadian counsel in cross-border offerings involving both the US and Canadian capital markets.
Emerging Companies and Venture Capital
Our Business Group's members have guided young companies through every stage of their life cycles, from inspiration and formation through seed funding to venture capital on to growth and exit through acquisition or IPO. We help our emerging company clients keep sight of not only the important issues of the moment, but what will be important when they reach the next stage and the ones beyond that. By taking this long-range view, we seek to lay a foundation for our clients' long-term success. We also frequently represent angels and venture capital funds in their investments in emerging companies, providing them with cost-effective representation they can rely on with confidence in deals where reimbursement of their fees is often capped at increasingly lower levels. Our representation of both emerging companies and investors in such companies affords us a complete perspective that paves the way for successful transactions.
Some of the services we provide in this area include:
- Choice of entity and formation
- Employee inventions, non-disclosure and non-competition agreements
- Equity incentive plans and awards
- Shareholder agreements
- Technology licensing
- Structuring, negotiation and documentation of angel and early and late stage venture capital financings
- Federal and state securities law compliance.
Family and Closely-Held Business
We regularly advise family and closely-held businesses and their owners with respect to shareholder agreements, buy-sell agreements, and succession planning, often working in tandem with our colleagues in the Trusts & Estates Practice Group. We have a great deal of experience in handling disputes between shareholders in these types of businesses, including both asserting and defending against "freeze-out" claims and similar intra-shareholder disputes.
In addition to the foregoing areas, our Business attorneys assists clients in the formation of joint ventures and other strategic partnerships, customer relationships, contract drafting and review and other business law matters. We take particular pride in providing practical, real-time business counseling, drawing upon the wide range of situations and circumstances we have encountered in our careers advising diverse clients in diverse industries. We also regularly counsel boards of directors of public and private companies on fiduciary duties, conflicts of interest, director and officer liabilities, and shareholder disputes. We are often retained as counsel to special board committees in these matters.
Mergers & Acquisitions
Long the core of our Business Group's practice, clients turn to us for their critical mergers and acquisitions transactions. Whether selling a cherished business built over generations or a fast-growing company built on the latest innovation, whether spinning off a non-core subsidiary or buying a key new strategic business, our clients look to us to navigate the process. We seek a lead role in these transactions, negotiating and structuring the deal terms, managing the due diligence process, documenting all aspects of the transaction and taking it to closing. We coordinate multidisciplinary teams bringing to bear the firm's full resources, applying the firm's expertise in the areas of antitrust, banking and financial services, employment and employee benefits, environmental, intellectual property, real estate and tax as needed. We have assisted clients with successful transactions throughout the United States, in Canada and in several countries in Europe and Asia.
We counsel public companies in connection with a variety of securities, disclosure and corporate governance matters, assisting them with SEC reporting as well as compliance with national securities exchange standards and rules and state corporate law requirements. Our public company clients range from those listed on the NYSE and Nasdaq to those traded over-the-counter. We proactively help clients craft their SEC filings, make delicate disclosure decisions, and manage their Board and committee memberships and agendas in accordance with SEC and exchange rules. We bring to our clients the expertise cultivated by many members of our Business Group during their years at major metropolitan law firms but at much more reasonable rates than those firms can offer, often through alternative billing arrangements, assisting our clients in controlling the ever increasing expense of being public.
Tax Credit Financing & Syndication
In today’s tight credit market tax credits are often an important piece of financing a project. Pierce Atwood’s attorneys have experience with tax credit financing and syndication, including new markets tax credits, historic rehabilitation tax credits, low-income housing tax credits, and renewable energy tax credits. At times, these credits can be combined to reduce the net cost of a project. For example, a mill renovation may qualify for historic rehabilitation tax credits, new markets tax credits, and even renewable energy tax credits if the project includes a rooftop solar installation.