Corporate & Transactional

Overview

Public and private companies, nonprofits, and tax-exempt organizations trust Epstein Becker Green for corporate and transactional legal advice as they shape the future of their businesses.

Our in-depth insight into our clients’ operations and understanding of their strategic business goals allow us to guide clients through a wide range of mergers, acquisitions, joint ventures, investments, and financing arrangements, along with supplying tax advice and antitrust analysis, to deliver comprehensive and efficient solutions. Because every corporate matter presents unique challenges, we provide targeted teams with multidisciplinary capabilities. These include teams focused on health care mergers and acquisitions, health care and life sciences investor services, and life sciences due diligence, as well as labor and employment due diligence.

Clients, which vary in size and industry, turn to Epstein Becker Green because of our experience with the whole range of corporate and transactional matters and issues:

Mergers, acquisitions, divestitures, and similar transactions
Joint ventures, partnerships, joint operating arrangements, affiliations, and other business combinations
Private equity and venture capital investments
Nonprofit and tax-exempt entity matters
Commercial contracting
Bank and commercial financing
Tax issues
Antitrust issues
Intellectual property issues
Financial restructuring and bankruptcy matters
Corporate governance counseling
Entity formation and start-up capitalization
Seconded or outsourced general counsel support

Comprehensive Solutions for Complex Transactions

Working with the C-suite, general counsel, and governing boards, we execute financial and strategic middle-market transactions, as well as large-cap, billion-dollar deals, with the right combination of market savvy and deal knowledge. Our decades of experience representing buyers and sellers and our close relationships in the investment and financial communities give clients on either side of a transaction the upper hand. We help clients from beginning to end of a deal or, when needed, just with specific aspects of a transaction (e.g., reverse mergers, equity rollovers, and more). Our counseling ensures that our clients’ interests are, at all times, maximized and protected.

We Understand the Health Care Industry

Because of our deep bench of approximately 150 attorneys devoted to health care law, for-profit and nonprofit health care and life sciences companies rely on us for the corporate and health care transactional guidance they need to thrive in the ever-changing health care and life sciences industry. Private equity and venture funds value our insight and due diligence to help guide their strategic investments in health care, pharmaceutical, life sciences, IT, and management services organizations, among others.

Strategic Solutions for Nonprofit and Tax-Exempt Entities

We regularly advise clients in forming nonprofit health care entities and in obtaining tax-exempt status. Within our many long-term client relationships, we provide ongoing management and governance advice to nonprofits and exempt entities that is informed by changes to federal and state tax and nonprofit legislation. We also serve as a strategic partner in their joint ventures, affiliation agreements, acquisitions, and other combinations.

Sophisticated Tax Counsel for Transactions

Our multifaceted tax guidance is a centerpiece of nearly every merger, acquisition, joint venture, or business reorganization we handle. By staying up to date on tax code changes, we help clients across the country understand and anticipate their federal, state, and local tax obligations. Should disputes arise, we step in to represent them before the Internal Revenue Service and state taxing authorities and in the U.S. Tax Court.

Investing in the Future Through Private Equity and Venture Capital

When private equity firms contemplate strategic investments in emerging companies, they look to our insight and experience to build their portfolios with minimal risk. Drawing on our deep experience working on either side of a deal, we also frequently advise start-up, emerging, and fast-growth companies that are the targets of venture capital investments and counsel them in their future business growth and exit strategies.

Proactive Corporate Governance Advice

Today more than ever, public companies are under pressure to fulfill their corporate governance obligations. No matter where a client is in their lifecycle, we are poised to help them make confident business decisions while avoiding costly mistakes. We guide companies in establishing and maintaining solid corporate governance policies and practices to stay on top of Sarbanes-Oxley requirements, stock exchange rules, and securities enforcement trends.

General Counsel Services That Work

Fortune 500 companies, start-ups, health care systems, insurers, pharmaceutical companies, and global financial companies are just some of the organizations that have called on our firm to provide key general counsel services. Whether we’re supplementing the capabilities of an existing legal team or serving as outside general counsel, we delve deep into our client’s business model and objectives to effectively represent their interests in corporate transactions while minimizing litigation risks.

Complete Financial Restructuring and Bankruptcy Solutions

We represent clients in a wide variety of corporate bankruptcy and financial restructuring matters. Our clients include debtors and debtors-in-possession, purchasers of assets, secured and unsecured creditors, lenders, indenture trustees, receivers, court-appointed trustees, landlords, factors, and parties doing business with distressed businesses. Our experience extends far beyond Chapter 11 reorganizations to include creditors' rights and sale transactions within bankruptcy proceedings. We also litigate bankruptcy matters, including preferences and fraudulent conveyance claims, and negotiate out-of-court dispute resolutions.

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