Commercial Transactions

Commercial Transactions

Since its inception more than 50 years ago, the firm has represented a wide variety of commercial enterprises. In doing so, we have acquired institutional knowledge of numerous businesses and gained diverse experiences which enhances the legal services we provide.  Our diverse client base has included manufacturers, retailers, restaurants, pharmacies, wholesale and distribution firms, banks and financial institutions, medical practices and individual providers, grocery stores, real estate development firms and brokerage houses, professional organizations, charitable foundations and service providers to name a few.  Our attorneys have worked closely with ownership and management to navigate strategic plans, operational issues and ownership succession issues.  We make the effort to understand our client s’ business models and the issues that affect them, and we apply that knowledge and our years of experience to the services we provide, with an objective to always add value.

Retail, Manufacturing and Distribution

The firm is counsel to numerous local and national retailers, manufacturers and distribution companies. Our retail clients have included restaurants (from quick service to fine dining), apparel, jewelry, furniture, grocery, gifts, spas, salons, gyms and personal training facilities, for which our attorneys provide a full range of services, Our manufacturing clients have included those in industrial equipment and supplies, chemicals, medical devices, and home furnishings, while our Distribution practice has included distributors of  produce, paper products and frozen foods as well as restaurant wholesale businesses.  Our services include review and negotiation of material contracts such as leases, vendor and supplier agreements, construction contracts, loan documents, and documentation related to investment, mergers, acquisitions or similar strategic transactions,  business model and site development, preservation and monetization of  intellectual property,  litigation management and coordination, employment matters (including  work place conduct policies and training) , executive compensation, strategic and succession planning, entity formation and organizational structuring,  ownership shareholder/operating agreements and reporting, regulatory compliance and training.

Real Estate

The firm has extensive experience in serving our client s’ real estate ventures and requirements. The practice includes site selection, acquisition and development matters, leasing, financing, ownership structuring, disposition and Section 1031 like-kind exchanges.  With respect to retail clients, we have routinely negotiated leases and site development agreements with local and national developers and regional shopping centers.  We have facilitated the national expansion of several retail chains and worked closely with developers to restructure leases or terminate leases for underperforming units, often on an amicable basis; and where contested, our attorneys have also provided strategic guidance and management of litigation, with the goal of facilitating advantageous and cost effective resolution.

Financial Institutions and Regulatory Matters

For more than 50 years, we have represented financial service companies before the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, and financial regulatory divisions across various states. Our representation has included holding company formations, mutual to stock conversions, mutual holding company formation de novo chartering, branch acquisitions/dispositions, mergers and acquisitions of financial institutions or branches, agency transactions, affiliated transactions and other regulatory matters.

A leader in compliance issues

We are a recognized leader in managing significant and complex transactional, regulatory, and ongoing compliance matters for commercial banks, savings institutions, credit unions, trust companies, and financial institution holding companies, and their affiliates and subsidiaries. Financial institutions operate under extensive federal and state regulatory oversight, and we maintain strong working relationships with these regulators to support our clients effectively.

Our clients rely on us for practical advice when making important decisions

Our banking and credit union attorneys provide sound, practical advice on a wide range of matters, including securities offerings, mergers and acquisitions, and regulatory enforcement and compliance. We frequently counsel boards and management on federal and state banking laws and regulations related to bank and thrift holding companies, change in control regulations, lending limits, privacy laws, affiliate transactions, corporate powers, and conflicts of interest.

When regulatory examinations identify compliance issues, our experience helps facilitate timely resolutions, including the negotiation of supervisory formal or informal agreements that enable our clients to operate successfully.

Planning, Enforcement Issues, and Strategic Negotiations

A significant part of our regulatory practice involves enforcement matters, including advice on examination findings and negotiation of informal and formal enforcement agreements; operational matters, including lending limits, affiliate and insider transactions; and corporate governance matters. Many of our attorneys have prior experience working within the federal regulatory agencies before which we now represent clients. This background enhances our ability to provide effective counsel, particularly when planning complex transactions.

Charter choice alternatives

We advise clients on corporate structuring matters such as charter conversions, holding company formations, public and private mutual holding companies, de novo bank formations, capital raising options, and corporate governance. We served as counsel for the first mutual-to-stock thrift conversion and are widely regarded as the leading law firm nationally in advising credit unions on conversions and charter choice alternatives.