Corporate

Overview

Tannenbaum Helpern's Corporate Law practice has four principal components: (1) transactional and securities work for large and small public and privately owned companies; (2) general counsel to growing public companies; (3) general counsel for many privately owned businesses; and (4) specialized work for entrepreneurs. Joel A. Klarreich and Andre R. Jaglom are co-chairs of this practice, bringing over 70 years of combined legal experience. In all aspects of the practice we first learn the business issues and goals of our clients. We then perform our analysis and provide advice to the clients on financial, structural, business and other considerations, going beyond the drafting of agreements and documents where appropriate and desired.

The Corporate Law practice has a diversified transactional corporate and securities practice that provides representation to a broad range of institutional and entrepreneurial clients. Our department's practice areas include mergers and acquisitions, venture capital, securities law, general corporate representation, as well as counseling for start-up companies needing early capital infusion. Tannenbaum Helpern's StartMeUp Plan offers a suite of legal services designed specifically for entrepreneurs who need efficient, high-level and individualized legal services when beginning a new venture.

Our securities practice primarily involves the representation of private companies seeking to raise capital either by offering their securities by private placement of debt and/or equity securities or by the issuance of securities in connection with mergers and acquisitions. We also represent public companies in their public offerings and in their securities compliance work.

Venture capital transactions are an important part of our corporate practice and involve representing domestic and foreign investors in start-up and early-stage enterprises and as growing ventures. We advise clients in this area on transaction structures, assist in the preparation of private placement memoranda and other transaction documents and arrange introductions of complementary and supporting parties. Recent venture capital transactions for which our firm has been engaged have involved companies in various industries, including communications, health care, entertainment, food, distribution, technology and computer software.

The Corporate practice is also actively involved in the formation and representation of general and limited partnerships and limited liability companies in all types of transactions.

Representative Services

• Business Organization: structure techniques and alternatives
• Business Operations
• Commercial contracts and relationships
• Stockholder and partnership issues
• Joint ventures
• License agreements
• Merger and acquisitions, tender offers, takeovers, leveraged buyouts
• Executive compensation packages
• Finance and Capital Formation
• Private placements and venture capital
• Loan agreements and secured transactions
• Public offering of securities
• Motor vehicle finance transactions
• Securities compliance work for publicly held companies
• Annual, quarterly and periodic filings
• Shareholders reports and proxy materials
• Regulatory and licensing matters before government agencies, including
• Federal Energy Regulatory Commission and State energy agencies

Selected Accomplishments

• Represented the foreign seller of a $50 million U.S. subsidiary.
• Represented a financial fund in acquiring a business and extending credit, on a senior basis and mezzanine basis.
• Represented the sellers in a $90 million sale of alternative energy project limited partnerships to a major international corporation.
• Represented the seller in a $50 million sale of an investment management firm.
• Represented purchaser of automobile loan portfolio in excess of $150 million from financial institutions.
• Negotiated business combination creating third largest beer distributor in the United States.
• Negotiated senior executive level employment compensation agreements with leading companies in the fashion entertainment, advertising and supermarket industry.
• Advised clients in leveraged buy-outs, proxy contests, tender offers and takeovers.
• Represented clients in "going private" transactions such as converting public into private companies pursuant to securities laws as well as taking private companies "public."

Representative Clients

• High technology companies
• Banks and Financial service companies
• Retailers and retail chains
• Medical groups and joint ventures
• Local, regional and national staffing and personnel placement firms
• Beer distributorships
• Soft drink bottlers
• Wine and spirits importers
• Leading food purveyors
• Leading restaurateurs
• Fragrance importers and distributors
• Service organizations
• Manufacturers
• Development stage and emerging companies
• Investment groups and real estate syndications
• Public companies
• Closely held companies
• Energy companies
• Real estate developers
• Entertainment Companies