Providing Our Clients With Legal Services That Go Above & Beyond
Brown Moskowitz & Kallen’s corporate attorneys offer a suite of services to middle market enterprises, emerging growth companies, private investors and experienced entrepreneurs across a broad spectrum of business, commercial and transactional matters.
Organization and Start-Up
BMK attorneys work with principals and investors of start-up and emerging companies to ensure that their businesses have a solid foundation on which to move forward. This often involves the consideration of issues from a wide range of disciplines. We assist our clients with choice of entity decisions, organizational matters relating to new business entities, initial capitalization structures (including “angel” and initial round financing), corporate governance and employee and member/shareholder issues, as well as operational matters. We counsel our clients with respect to control arrangements and related issues, including succession planning, buy-sell arrangements, key personnel retention, and consulting and employment agreements.
Capital Acquisition/Financing
Our financing practice is extremely diverse. We represent borrowers and lenders (individuals, banks and other financial institutions) in a continually evolving array of credit facilities and capital transactions, including asset-based and cash flow loans, private equity, project finance and other off-balance sheet financing.
Commercial Transactions
As trusted business advisors to our clients, BMK attorneys understand the need to be accessible and responsive. We regularly negotiate and prepare agreements and address inquiries relating to diverse business and legal matters, including business-to-business, business-to-consumer and business-to-government/regulatory transactions. These include supplier/vendor agreements, employment agreements, distribution agreements, licensing and technology sharing agreements, service agreements, RFPs and related proposals.
Corporate Divorce
Our corporate attorneys have years of experience in representing clients in “corporate divorces” and other shareholder or “partner” disputes. We apply our broad-based business and transactional experience to help clients avoid these disputes, either through a restructuring of the business or, where the business divorce is inevitable, assisting our clients in negotiating an acceptable separation. When necessary, working with our litigators, we are experienced in protecting our clients’ interests in mediation, arbitration and court proceedings.
Mergers and Acquisitions
BMK’s attorneys are fully versed in the “art of the deal.” We have comprehensive experience in representing acquirers and targets. We also represent strategic and financial investors, including venture capital firms, private equity firms, “angel” investors, investment banks and intermediaries in all aspects of negotiated transactions across a wide variety of industries. Beginning with the engagement letter between the investment bank/intermediary and the buyer or seller, through the expression of interest/letter of intent, diligence and negotiation processes, preparation of definitive transaction and finance documents, obtaining administrative and regulatory approvals and closing the transaction, we act as the “quarterback” of the deal to allow our clients to remain focused on achieving their objectives. Ultimately, our goals for our clients are to achieve deal certainty, provide innovative solutions, reduce cost and effectuate the acquisition or disposition of the business on the most advantageous terms possible.
Technology
BMK attorneys also have substantial experience advising companies on a full range of technology-related matters. Because several of our attorneys have served as in-house counsel for companies in the software, professional consulting services and other technology-related industries, we are well-positioned to provide practical, business-centric advice in this rapidly-changing area. Whether negotiating SaaS, license, software development, alliance and teaming, professional services, confidentiality or other agreements for technology providers or the companies that do business with them, or helping companies develop online “terms of use” and website privacy policies and/or clearing and registering product and service marks for use and protection, we understand your company’s needs. For more information on our Technology Practice Group, click here.
International Transactions
BMK’s corporate attorneys have experience working on international transactions, either on behalf of U.S. based clients conducting business overseas or foreign entities entering or already conducting business in the U.S. As a result, BMK has developed corresponding relationships with foreign professionals (accountants, attorneys, investment bankers, regulatory experts and others) whom we utilize on an as-needed basis to assist our clients on transactions requiring “on the ground” expertise. Having successfully completed business transactions and negotiating commercial agreements in Europe, the Far East, the Middle East and Latin and South America, we are familiar with and, more importantly, are prepared for the country-specific issues that arise in connection with these matters.