Keegan Werlin represents businesses, investors, financial institutions and individuals in a wide variety of corporate matters covering numerous and diverse industries. With our corporate group, you will receive a responsive team of attorneys with expertise in the myriad issues that arise while running a business in today’s complex marketplace.
Our attorneys handle corporate matters from formation strategy to exit transactions and at all points in between. We provide advice to clients involved with routine transactions as well as large, complex matters. We work side by side with existing general counsel, act as outside counsel or come in off the bench to work on a project basis.
We take great pride in our ability to deliver exceptional work at fair rates. Our attorneys possess traditional legal skills, but are also seasoned business strategists with networks to deploy when needed.
Structure and Formation: Start-Up
KW attorneys advise corporate and business clients on proper entity selection based upon business, taxation, jurisdictional and operational preferences. Our attorneys prepare and file all required formation documents for any United States jurisdiction, as well as assist clients in annual filings and corporate maintenance issues. We also work with start-up companies in all aspects of their formation process.
Merger and Acquisition
Our attorneys represent acquirers, targets and equity investors in connection with all types of acquisitions and dispositions. We assist corporations and shareholders in all phases of merger and acquisition transactions, including transaction structure, negotiation and document preparation and review. We have handled merger and acquisition transactions of varying sizes from small, family-owned businesses to larger, multi-million dollar transactions.
Stockholder and Operating Agreements
We counsel and advise clients on proper creation and drafting of corporate governance documents, including shareholder agreements, partnership agreements and limited liability company operating agreements. We advise clients on such issues as buy-out provisions, valuation issues, and death and disability issues. We work closely with our clients’ insurance professionals to ensure proper funding of shareholder and operating agreements, in order to effect a smooth ownership transition.
Private Financings; Securities Laws
Our attorneys represent issuers, investors (both “angel” and institutional) and banks in connection with private financings of all types, including equity, debt and convertible debt. By maintaining a diverse portfolio of clients – from start-ups to professional investors – our attorneys are able to monitor the current market and negotiate the best terms possible in any given private financing transaction. Our attorneys are also seasoned in state and federal securities law matters.
We advise and assist corporations and individuals in the creation, registration and preservation of intangible and intellectual property rights, including trademarks, service marks, trade names and copyrights. Our attorneys assist clients in the selection of marks and provide practical insight and guidance as to their viability. We also handle all aspects of the filing and prosecution of trademark and copyright registration materials on both the federal and state levels.
Corporate Real Estate Matters
KW corporate attorneys assist with leasing matters, as well as in the purchase and acquisition of corporate real estate and provide advisory services in the negotiation and document preparation phases. In conjunction with our Governmental and Legislative Relations and Real Estate Departments, we work closely with our clients to ensure proper zoning and use of corporate real estate. We also consult closely with our Environmental Law Department to secure proper transaction structure and protection for our clients.
We advise corporate and business clients in dealing with all aspects of the employer/employee relationship, including contractual, confidentiality, trade secret and restrictive covenant issues. Our corporate attorneys collaborate closely with our Litigation Department regarding all aspects of the employer/employee relationship.
Keegan Werlin attorneys regularly review and draft executive compensation arrangements, including CEO-level and other employment; change-in-control; severance agreements; stock-based incentive plans; supplemental retirement arrangements; deferred compensation plans; and director compensation.
We work together, as well as with employers’ accountants and compensation consultants, to ensure compliance with applicable tax, ERISA, state, corporation and federal securities laws, and accounting disclosure requirements.