Corporate

The Corporate Practice Group integrates and delivers comprehensive legal services to organizations in all stages of development. Our experience gives us the ability to handle both typical and complex transactions for any size company.  Our attorneys represent the firm’s clients with respect to all types and aspects of commercial transactions and business-related legal issues: mergers and acquisitions, joint ventures and partnerships, private equity, venture capital, asset and real estate based financing, the formation of a business, the creation and maintenance of its corporate governance documents and the preparation of all commercial documents.

Our attorneys have the expertise to assist all types of companies, from start-ups to multinational conglomerates, in meeting their day-to-day commercial and business needs. We are a full-service law firm, so when the perspective or expertise of lawyers with different legal skills and experience is required, we quickly access our colleagues in the firm’s other groups to create teams that provide full support and expertise in every aspect of our representation and get the best results for our clients – every time. 

We provide strategic advice and technical assistance regarding all areas of corporate and business law for our clients, from initial organization through a variety of business transactions and ongoing legal matters, including:

• New and existing business organization and structural issues 
• Venture capital financing, including equity, debt and convertible debt tranches
• Asset based financing and lending
• Mergers and acquisitions
• Franchise agreements
• Internal investigation
• Stock incentive plans
• Compliance with federal and state securities laws
• Compliance with state, federal and foreign tax laws
• Corporate fiduciary duty issues, individual closely held business issues
• Corporate succession planning
• Closely held corporation issues
• Contract negotiation
• Non-competition and non-solicitation issues

For more information on our Corporate Practice Group, please contact Group Chair Robert P. Maloney at rmaloney@PrinceLobel.com or 617 456 8008.

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Representative Matters

Sales & Acquisitions

• Established multi-tiered acquisition and tenant-in-common entity structures to acquire and manage US real estate holdings of high net worth Japanese individuals with an emphasis on a combined Japanese/US tax efficient structure 
• Represented local distributorship of cell phones and cell phones services in sale to national telecommunications/Internet support company
• Represented publicly held defense contractor listed on AMEX, including in connection with issuance of debt, equity and convertible debt, SEC filings and ultimate acquisition by Wall Street investor group
• Representation of purchasers and sellers of subsidiaries for amounts up to and in excess of $100 million by and to publicly-held conglomerates for cash, in stock for stock exchanges, and in mergers and triangular mergers with publicly-held corporations in transactions subject to the U.S. Securities laws
• Representation of owner-developer in real property acquisitions and developments, including the forming of entities to hold title, securing, negotiating and documenting the financing to acquire the properties.
• Representation of management/purchasers in private leveraged buy-out (vis-à-vis bank,  investors and sellers)
• Representation of 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 a Massachusetts-based semiconductor chip equipment testing company in connection with three (3) institutional rounds of financings
• Represented a Boston-based real estate developer in connection with the $20 million refinancing of a prominent multi-tenant building in the City of Boston
• Represented numerous borrowers in asset-based financing transactions ranging up to $53 million, including LIBOR and subprime lending arrangements, secured variously by real estate, personal property and intellectual property
• Representation of financial institutions in realty and asset-based loan transactions
• Representation of borrowers in various work-out and restructuring of loan arrangements

Other

• Represented founders in business succession planning to key employees of large consulting organization.
• Prepared “Terms of Use” and privacy policies for online publisher of investment research.
• Represented foreign investors in the tax advantage structuring of their acquisition of a large Memphis apartment complex for $11 million.
• Structured, negotiated and documented numerous stockholder and succession agreements among the beneficial owners of corporations, limited liability companies, limited partnerships and Massachusetts business trusts.
• Preparation and filing of Registration Statements on Forms S-1, S-2, SB-2, S-3, etc., proxy statements, 8-Ks, 10-Ks, 10-Qs, Forms 3, 4 and 5, and other forms required under the Securities Act, the Securities and Exchange Act, and the Trust Indenture Act .
• 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.