Our Corporate Law practice group represents limited liability companies, corporations, partnerships, and entrepreneurs in all facets of corporate law spanning the entire business life cycle, from formation to dissolution. Our services include entity formation, corporate governance, corporate and partnership termination, purchases and sales, and business contracting.
Whether our clients are transacting business in New Jersey, in other states or abroad, our advice transcends the issues they confront in developing, sustaining and growing their businesses. We also make ourselves available to advise on matters that arise during day-to-day operations, serving in an outside general counsel capacity.
Hill Wallack’s corporate attorneys possess the full range of expertise to address a company’s business needs – both as they arise and in planning for the future. We are also able to call upon attorneys in a vast array of practice groups to address specific business concerns, involving commercial real estate, public finance, banking & financial services, commercial leasing, property management, business succession, employment & labor law, and creditors’ rights and bankruptcy.
When necessary, we represent – and advocate – for our corporate clients in court and in arbitration and mediation proceedings. As the authors many of the shareholder agreements, operating agreements and other governing documents, we can easily navigate through these agreements when the situation arises.
Among the areas in which we concentrate our practice are the following disciplines:
Mergers & Acquisitions
Every corporate transaction requires the right structure, careful risk analysis and forward planning to deliver value and convince the market of the transaction’s viability. The attorneys of Hill Wallack LLP work with our business clients to ensure that the finance, tax, employment and intellectual property requirements are aligned with the strategic objectives of the transaction.
Our clients have included numerous privately held companies, some of which are backed by venture capital investors. We represent both sellers and purchasers of businesses in these transactions.
Hill Wallack LLP has extensive experience in acquisitions and divestitures involving privately-held entities, including:
- mergers, acquisitions and dispositions of assets
- stock sales and exchanges
- acquisitions and dispositions of corporate, limited liability entities, partnership interests and joint venture interests
- tender offers
- recapitalizations and other similar transactions.
We counsel clients on transaction structure and legal terms, assist in the negotiation of the transaction, prepare documents to effect the transaction and handle closings. In addition, we advise on issues involving laws relevant to the transaction.
An acquisition may require the formation of a new business entity. We counsel clients on all aspects of organizing a new company, including alternative business structures, issuance of stock or other equity to founders, buy-sell, voting or other agreements among owners and employment agreements and employee incentive arrangements.
The protection of a company’s intellectual property is an increasingly important aspect of growing its business. We inform and educate our clients on what constitutes intellectual property so that we can collaborate together to identify a business’s intellectual property and devise the best methods to protect its intellectual property rights.
Hill Wallack LLP represents clients’ interests before the U.S. Patent Office, U.S. Trademark Office, and U.S. Copyright Office, in the Federal District and Appeals Courts and elsewhere.
Hill Wallack LLP’s attorneys are experienced in all phases of the venture capital process, encompassing:
- business plan preparation
- seed and angel investor financing
- venture capital investment
- intellectual property protection
- employment matters
- strategic relationships
- business combinations, and
- eventual exit by acquisition or initial public offering.
In representing investors, we have formed venture capital funds and assisted fund investors in making portfolio company investments and advising in the sale of venture-backed companies. Our aim is to reach an understanding of the economics and business realities of each matter so we can strike a balance between obtaining appropriate terms and cultivating quality, long-term relationships between venture capital investors and the emerging growth in which they invest.
Our attorneys are experienced in representing both franchisors and franchisees throughout the United States on a wide range of franchise-related matters. For both franchisors and franchisees, we prepare, review and negotiate franchise-related documents, form limited liability companies and corporations, and register trademarks. We are also fully prepared to litigate, arbitrate and mediate, as necessary, to achieve the business objectives of the franchisees or franchisors.