Corporate Law and Transactions
Newman, Simpson & Cohen, LLP’s attorneys possess a deliberate, keen understanding of our clients’ business objectives and execute their transactions with expertise, efficiency, and precision. We form strategic partnerships with clients’ accountants, inside counsel and, when applicable, investment bankers, to facilitate our client’s long- and short-term objectives. We work to build relationships so that the firm can assist clients in addressing business operations, including acquisition integration issues arising after closings. Our attorneys’ decades of experience representing lenders informs the firm’s ability to manage financial transactions for our clients and provide significant legal guidance and practicality in achieving their desired results.
Whether it is entity selection, formation and governance, or mergers, acquisitions and divestitures, there is literally no corporate or commercial transactions that Newman, Simpson & Cohen, LLP’s attorneys have not participated in on behalf of entities, shareholders, partners and executives. From small business acquisitions to sales requiring Hart-Scott-Rodino clearance from the FTC, our attorneys have successfully managed transactions for a remarkably wide variety of manufacturing, service, health care, retail, and distribution businesses.
From letter of intent to closing and earn-out completion, our experience is manifestly present every step of the way. If you have thought of it, Newman, Simpson & Cohen, LLP’s attorneys have probably closed that type of transaction.
- Counseling clients on starting new businesses, including decisions regarding type of entity and the issues to consider with partners, investors, vendors, lenders, landlords, and others.
- Preparing and negotiating entity formation and governance documents, both complex and straight-forward, for business organizations of all types, including limited liability companies, limited partnerships, partnerships, joint ventures, and corporations.
- Handling purchases and sales, and financing of businesses, including simultaneous, delayed and “reverse” 1031 exchange transactions.
- Handling mergers, acquisitions, and restructuring of businesses.
- Representing companies and senior employees negotiating executive employment agreements.
- Designing and implementing incentive employee and officer compensation plans and agreements.
- Preparing of all types of business contracts, including buy-sell agreements, consulting agreements, confidentiality agreements, non-compete agreements, licensing agreements, distributorship agreements, sales representative agreements, and contracts with vendors and suppliers.
- Counseling clients on human resources issues, such as hiring, firing, and disability.
- Handled multi-unit sales and acquisitions of licensed and franchised restaurants on behalf of a purchaser, including related financing, inter-creditor, and real estate transactions.
- Represented clients in acquisitions and sales of food manufacturing businesses.
- Represented clients in acquisition, operation and sale of health care provider businesses, including dental and medical practices, rehabilitation providers, durable medical equipment, and home health care providers.
- Assisted multi-unit retail business restructuring senior financing.
- Represented generic drug developer and manufacturer in sale of its business.
- Counseled “start-up” of domestic and overseas based on-line sales and technology companies, including consumer goods, pharmaceutical services, and “review” websites.
- Structured limited partnership acquiring real estate with outside investors.
The firm also provides counsel to national, regional and local businesses that provide a variety of services and products, including banks, public companies, large privately controlled businesses, emerging companies, small businesses and individuals. Our lawyers advise these clients in a broad range of areas, including general corporate representation and contract negotiation, the formation and structuring of business entities and joint ventures, employment and human resource issues, business disputes, and the preparation, review and negotiation of all types of commercial contracts, including confidentiality and non-disclosure agreements, licensing agreements, employment agreements, master service agreements, joint venture agreements, buy/sell agreements, and vendor contracts.
- Clearing up the Mystery around Landlord’s Liens
- Controlling the Cost of Legal Services
- Conversion of a Bankruptcy From Chapter 11 to Chapter 7
- Don’t Sell It – Exchange It
- How to Preserve a Judgment Lien
- Liability of Corporate Directors
- Liens on Liquor Licenses
- LLC – SI
- Restrictive Covenants in Employment Agreements
- When the IRS has Priority Over a Secured Lender