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Business Transactions / Corporate
From choosing a type of business entity through raising capital and structuring ongoing operations, our business lawyers have the skill and judgment to help your business succeed. We have extensive experience in creating business entities, financing businesses through issuing securities and raising capital, and negotiating and drafting all kinds of commercial contracts. We also represent venture capital firms looking ot invest in new and growing businesses. We combine the economies of scale of an extensive form library with the listening skills and the foresight to tailor the transactions to a clients unique needs, both now and with an eye to the future. Our documents are appreciated by our clients and others alike for their clarity, simplicity, and use of plain English.
ELM lawyers who practice business transactions / corporate law:
Representative matters:
- A client facing a transition in his career came to us with a dream to own his own company. After listening to the client's description of the types of business that were of interest to him, we introduced him to an investment banker who might be able to find the right seller. After a potential acquisition target was identified, we assisted the client in a thorough due diligence investigation of the company to identify any potential problems. We steered the client through complex negotiations on a number of issues, and helped prepare the definitive agreements. The transaction closed, and the client is now the happy owner of a prospering business.
- We represented a preservation and development authority in negotiating and closing over a period of several months a very complex multi-party and multi-faceted transaction. Some of the aspects of the transaction included prepayment of debt from tax-exempt bond proceeds; negotiation and repurchase of a multi-use building; negotiations for ground lease terminations; assignment of commercial and residential leases; sale of real and personal property; and extensive negotiations to obtain necessary government consent for several parts of the deal.
- We represented a private university in connection with its $87,000,000 financing through the Washington Higher Education Facilities Authority funded by the Authority's $87,000,000 in tax exempt bonds. The transaction involved extensive negotiations with a syndication of banks for a letter of credit to secure repayment of the bonds, and negotiations with bond underwriters, bond counsel and the issuer. We worked closely with bond counsel to resolve and dispose of some First Amendment constitutional issues that could have stood in the way of the financing.
- We rerepresented a church in connection with its issuance of Taxable Variable Rate Demand Bonds. The initial issuance raised $7,800,000 in bond proceeds, and the financing documents allowed the church to issue a maximum of $17,600,000 in bonds. The transaction required negotiations with a bank for a letter of credit to secure repayment of the bonds; and negotiations with and placement of the bonds with a remarketing agent.
- We represented a private university in connection with construction of a large apartment complex for its students. The transaction involved the creation of an independent nonprofit, tax exempt housing corporation to build, finance, and operate the apartment complex through the issuance of $10,000,000 of Washington State Housing Financing Commission tax-exempt bonds. The university entered into a ground lease with the nonprofit corporation to provide the land for the project. At the end of the 30-year term, the apartment complex will become the property of the university. The transaction also involved obtaining a real property tax exemption for the project on the university's behalf.
- A small group of young entrepreneurs left a large software company to start up their own company. When their prior employer tried to stop them by invoking non-competition agreements signed a few years earlier, we successfully persuaded the prior employer to back off. We then incorporated the new company, prepared agreements between the shareholders, and helped the company get on its feet. The company grew rapidly, and a few years later celebrated a successful initial public offering.
Technology venture, Part I A scientist working on new cutting-edge technology at a large company was disappointed when his company made a strategic decision to drop further work in the field. He left the company, bought the rights to the technology, and we helped him put together a new company and the legal documentation required to raise money from investors to fund the research and development for commercial applications using the new technology. Two years later, we steered the company through negotiations and documentation that resulted in the sale of the company and its technology to a major multinational company, a deal that resulted in significant returns to the investors. Technology venture, Part II Our scientist client went to work for the multinational company as president of the division that had acquired his company. After his employment contract and noncompetition covenants expired, he negotiated the purchase of certain rights to the technology from the multinational and started up another company. Once again, we set up his new company, and did the securities work for him to raise the needed capital from investors. Within 10 months of getting off the ground with the new company, a major European multinational company offered to buy the company and its technology. We steered the company through this round of successful negotiations and agreements as well. The investors, many of whom had invested in the first company, once again made a significant return.
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