Business Transactions

STRATEGIC, EXPERIENCED ADVISOR AND ADVOCATES

Prince Lobel’s Business Transactions Practice Group delivers comprehensive legal services to businesses of all sizes and in all stages of development.  Our group is large enough, experienced enough, talented enough and efficient enough to represent our clients against the large strategic or Private Equity buyers and unlike boutique firms, our Business Transactions Practice Group can provide full service support to our corporate clients in areas that are essential (employment, real estate, IP, tax planning and litigation) for small to large business entities. Through integrated meetings to provide guidance, we partner with clients and stay ahead of the curve as trusted advisors, counselors and advocates to help reach all your unique business objectives.

We represent companies from their beginning stages; including formation, corporate governance, and agreements among owners; through early stage financing and development, including employment agreements, software licenses, Internet terms of use and privacy policy, strategic partnership revenue sharing agreements, commercial agreements, employee equity and phantom plans, and financing agreements.  We continue to advise on all major events in the life of the organization, including sales, mergers and acquisitions, private equity, venture capital, and succession planning. We understand the prioritization of obstacles and offer versatility across a variety of practice group areas.

Our deep business experience allows us to quickly understand your specific goals and challenges to implement the best legal solutions at all phases, including:

• New and existing business organization and structural issues
• Supply and Master Service Agreements
• Closely held and family-owned corporation issues
• Software licensing and Software as a Service (SaaS) Agreements
• Private company equity investments
• Noncompetition and nonsolicitation agreements
• Venture capital financing, including equity, debt, and convertible debt tranches
• Asset-based financing and lending
• Mergers and acquisitions of local, national, and international companies
• Stock incentive plans (equity and phantom plans)
• Compliance and maintenance of state and federal securities laws
• Compliance with and tax planning around state, U.S., and foreign corporate, partnership, and individual tax laws
• Corporate fiduciary duty issues
• Corporate succession planning
• Employment agreements and employment issues

Transactions

• Negotiated and documented sale of  U.S. and Russian-based private company to a U.S. public firm.
• Represented Massachusetts production company in equity fund-raising for movie production.
• Represented purchasers and sellers of subsidiaries by and to publicly held corporations for cash, in stock for stock exchanges, and in mergers and triangular mergers.
• Established multi-tiered acquisition structures to acquire and manage U.S. real estate holdings of high net worth Japanese individuals with an emphasis on a combined Japanese/U.S. tax-efficient structure.
• Represented management/purchasers in private leveraged buy-out (vis-à-vis bank, investors, and sellers).
• Represented private venture capital and “angel” round investors in acquisitions of debt, convertible debt, and equity instruments in start-ups, emerging, and mature businesses nationwide.

Financing

• Represented U.S. company to buy and sell U.S., Irish, English, Dutch and Danish subsidiaries.
• Represented Massachusetts-based semiconductor chip equipment testing company in connection with three institutional rounds of financing.
• Represented numerous borrowers in asset-based financing transactions, including LIBOR and subprime lending arrangements, variously secured by real estate, personal property, and intellectual property.
• Represented borrowers in work-out and restructuring of loan arrangements.
• Represented iconic family business in negotiation and sale to a high net worth individual.

Commercial and Technology

• Negotiated and drafted Master Services Agreements for international IT Services company, including software licenses and data protection issues.
• Prepared SaaS agreements for video tools production company.
• Negotiated VoIP, Archiving, Data Center, and Data Hosting Agreements.
• Prepared terms of use and privacy policies for online publisher of investment research.
• Represented Internet commerce company in negotiation and drafting of Strategic Partnership Revenue Sharing Agreements with major publishing, retail, and Internet content and commerce companies.

Other Successes

• Represented founders in business succession planning to key employees of large consulting organization.
• Represented numerous foreign investors seeking to create and implement the optimal tax-advantaged structure for their acquisition of U.S.-based business and real estate holding company.
• Structured, negotiated, and documented numerous stockholder and succession agreements among the beneficial owners of corporations, limited liability companies, limited partnerships, and Massachusetts business trusts.
• Formation of tax-exempt (501(c)(3), (4) and (6)) organizations and advice regarding compliance with regulations, the formation of new subsidiaries (both for-profit and exempt), for the undertaking of specific activities, and in accepting and documenting unusual contributions.
• Represented professional sports team and leading sports sponsorship company in the negotiation of a Revenue Sharing Agreement respecting a corporate sponsorship.