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.
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.
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.
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 corporate attorneys lead complex transactions that often require us to draw upon our roster of legal subject matter experts as well as financial, accounting and other credentialed advisors best suited for the particular transaction and/or industry. We excel in representing privately held, entrepreneurial middle market enterprises throughout the United States in merger and acquisition transactions.
Our depth of experience in navigating complex transactions makes us the counsel of choice for many strategic and financial investors, including venture capital firms, private equity firms, “angel” investors, investment banks and other intermediaries in negotiating transactions across 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 enabling our clients to remain focused on the continued operation of their businesses and the realization of their objectives. We provide innovative solutions and reduce the costs incurred in effectuating the acquisition or disposition of the business on terms most advantageous to our clients.
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.