Corporate

Practice Area

Our Corporate Practice Group represents mid-sized and closely-held organizations as well as emerging and growing businesses. We also work with some of the largest private and public organizations in the country.

At Harris Beach, our strategic approach to working with business clients supports all phases of their growth and evolution and helps them define and meet their business objectives. The keen business acumen, legal knowledge, and extensive public and private business transactional experience of our Corporate Practice Group attorneys has consistently resulted in their professional peer-review recognition not only among The Best Lawyers^®in America and The Best Lawyers^®of the Year.

Our services include:

General Business Law

We provide our clients with a full range of legal services to meet their corporate and business law requirements. We routinely handle contractual matters, proprietary rights, warranties, franchising and distributorships, sales contracts, bulk sales, stockholder agreements, antitrust matters and general business transactions. We recognize that tax planning goes beyond routine compliance and preparation of returns and provide advice and guidance on the tax implications associated with operations and transactions.

Mergers and Acquisitions, and Transactions

Our attorneys have extensive experience handling tax, finance, structural, environmental, ERISA, securities, labor relations, and real estate matters associated with acquisitions and divestitures. We work with buyers, sellers, financial sources, and parties to joint ventures and strategic alliances in structuring transactions, protecting our clients' interests, and identifying capital, partners, and advisors.

Harris Beach has represented a wide variety of U.S. and international companies in merger, acquisition, and divestiture transactions, including public company mergers, strategic acquisitions of private companies and other transactions. Our transaction experience is in a broad spectrum of industries, including regulated industries such as financial services and banking. We represent our clients in all phases of a transaction, from the negotiation of a letter of intent through the due diligence process, contract negotiation and drafting, and closing. Our attorneys also provide representation with respect to post-closing matters. We are well versed in mergers and acquisitions and take a multi-disciplinary, problem-solving approach to each transaction.

Our transactional teams are led by members of our Corporate Group, but will include representatives from other practice groups, as necessary. For example, a transactional team will often include intellectual property, labor and employment, employee benefit, tax, environmental, and other attorneys and professionals as may be necessary for a particular transaction. We believe that, as is the case in most of our practice areas, a multi-disciplinary team approach better assures a complete and coordinated solution for our clients.

Securities Law and Capital Transactions

We represent issuers, placement agents, underwriters, and investors in private placements, public offerings and real estate syndications in transactions involving equity, debt, and asset-backed securities. Our attorneys also help public companies, broker-dealers, and investment advisers comply with federal and state regulatory requirements. We identify and address securities law issues in acquisitions, joint ventures, financings, and other business transactions.  We assist public companies with reporting and other on-going compliance issues under federal and state securities laws.

Our securities law related experience includes assisting clients with: registration of securities with the SEC; mergers and acquisitions involving public company constituents; compliance with listing requirements and stock exchange rules; preparation, review and filing of current and periodic reports under the ’34 Act; Section 16 issues and filings; compliance with the proxy rules for annual and special meetings of stockholders; and insider trading policies and procedures. We also represent companies and investors who provide capital to those companies. Our clients include venture capital firms and other private equity investors, and venture-backed businesses in several high-tech areas. Among other things, we have prepared documentation and assisted in due diligence examinations, with respect to debt and equity investments.

Emerging Businesses and Entrepreneurial Business Planning

Our attorneys work in partnership with a wide range of new business endeavors, providing counsel in business planning, protection of proprietary interests, accessing capital, organization management, strategic partnering with larger firms, and government financing through economic development and government grants and contracts. We also help with succession and estate planning for owners of closely-held businesses.

Regulatory and Administrative Proceedings

We provide legal support for our corporate clients, their officers and directors at all stages of administrative proceedings, including criminal proceedings, in federal and state courts, and before federal and state regulatory bodies. Our attorneys handle all phases of such proceedings from audits, investigations, pre-trial negotiations, and grand jury proceedings, to trials and administrative proceedings. We provide representation in a variety of areas, including antitrust, environmental, tax, and securities claims. With the more active pursuit of civil and criminal audits on the part of the Internal Revenue Service and the New York State Department of Taxation and Finance, our attorneys have taken an aggressive approach to representing our clients to produce cost-effective results.

Partnerships and Limited Liability Companies

Harris Beach attorneys help plan and execute strategies designed to meet our clients' business and personal goals in addition to providing practical recommendations that help them minimize tax costs and comply with complex tax rules and regulations.

Domestic Aspects of International Transactions

We are often involved in the domestic aspects of international transactions for our clients, or for foreign clients in need of legal advice in their country. These transactions include the formation of joint ventures with non-U.S. companies, agency agreements, and acquisitions.