Corporate & Business

 

We advise on acquisitions, sales and ownership arrangements for closely held businesses, including companies whose operations depend on real estate, equipment and permits. Our work coordinates the business transaction with related property, leasing and transition arrangements.

 

Practice Contacts
David A. Katz · Matt Tucker · Kaitlin R. Zarro

 

We act for buyers and sellers in the acquisition and disposition of closely held businesses, and for owners and ownership groups on the entities, governance and transfer arrangements that control them.

 

Our services include

 

• Entity formation and maintenance — corporations, limited liability companies and partnerships

• Joint venture and operating agreements

• Tenancy-in-common and co-ownership agreements

• Special-purpose and bankruptcy-remote entity structuring

• Corporate governance and organizational documents

• Capital contributions, capital calls and distribution waterfalls

• Transfer restrictions, rights of first offer, drag-along and tag-along rights, put rights and valuation mechanics within ownership agreements

• Private placements and real estate syndication — Regulation D offerings, private placement memoranda, subscription packages and investor qualification

• Owner and shareholder arrangements, buy-ins and transfers

• Mergers, acquisitions and business sales

 

Representative Matters

 

• Represented a regional construction materials producer in acquiring a controlling interest in a ready-mix concrete company, including two classes of stock and revised governance arrangements with the remaining shareholder.

• Represented a construction materials group in the asset sale of its concrete pumping business, including intellectual property transfers, restrictive covenants and lender releases.

• Represented a regional construction materials producer in acquiring a ready-mix concrete business, coordinating the asset purchase, site and vehicle leases, seller consulting arrangements and permit transfers.

• Represented a regional construction materials producer in acquiring a concrete business and its plant sites through coordinated asset and real estate purchases, with related truck leases and non-competition agreements.

• Represented an industrial materials group in the leasehold acquisition of a sand and clay mining operation, including leasehold title review and seller consents.

• Represented the buyer of a multi-state service business in a membership-interest acquisition involving management rollover, working-capital and customer-retention adjustments, and resolution of pre-closing litigation.

 

To discuss buying or selling a business, or the agreements among its owners, get in touch.