Corporate Law and Transactions
When you choose Goldberg Segalla for your corporate or transactional needs, you’re selecting a legal partner committed not only to your organization’s current well-being and immediate future, but also to its long-term profitability and sustainability.
Our Corporate Law and Transactions practice group provides companies and organizations of all sizes with practical legal advice and transactional guidance to help them grow and excel. Many of our team members have decades of experience advising on a broad spectrum of business matters and disputes, both in-house and as outside counsel. And, as a firm that grew from a team of seven lawyers into one of the nation’s 200 largest, we know what it takes for businesses to succeed and to grow strategically.
That means we handle each matter — whether closing an intricate transaction or providing day-to-day counseling — with an extraordinary appreciation for your constant corporate stressors; the demand to manage legal costs economically; and the very real impact of legal matters and choices on your organization, your daily operations, and your bottom line. We think about your business needs before our billable hours. Eschewing these Big Law, bad business practices has been good business for us — and it can be good business for you, too.
Stronger as a Team
Goldberg Segalla’s capabilities cover corporate law, litigation and trials, appellate advocacy, regulatory, counsel, and risk management in areas ranging from employment practices to cybersecurity. Because of our firm’s collaborative culture, our attorneys are always each other’s most valuable resources. By choosing Goldberg Segalla, you can put all those resources to work for your business.
- Goldberg Segalla’s Commercial Litigation and Arbitration practice has been recognized for three straight years by Chambers USA, which called the firm “well placed to represent clients from a broad range of industries and sectors, including financial services, construction, retail, and agriculture,” and noted “our specialist advice” ranging “from day-to-day and regulatory guidance to litigation derived from multijurisdictional transactions, with notable expertise in shareholder litigation, class actions, and intellectual property disputes.”
- Our internationally recognized Global Insurance Services team frequently helps corporate clients manage a variety of risks through practical and thorough insurance coverage analysis and counsel on the latest emerging trends.
- The firm’s Construction practice brings a comprehensive understanding of business issues, including the project financing phase, to help business clients develop innovative solutions to expedite revenue procurement and generate cash flow.
- Members of our Product Liability team also prove invaluable to our corporate clients, as they routinely prepare owners’ manuals, warning labels, instructions, packaging, websites, and warranties to reduce the risk of claims that may be brought against a corporate client.
- Goldberg Segalla’s Cybersecurity and Data Privacy practice offers data security advice and training, data privacy regulatory guidance, and policy and contract guidance to help prevent data breaches and minimize potential liability in the event of an incident.
- Our Employment and Labor attorneys draft and negotiate employment, severance/separation, non-competition, non-solicitation, confidentiality, and other agreements and will often work hand-in-hand with the transactional team during the process of a corporate merger, acquisition, divestiture, or reorganization.
- Business entity selection, formation, and financing
- Preparation of governing documents (by-laws; meeting minutes; and shareholder, partnership, membership interest, buy-sell, and stock option agreements)
- Preparation of standardized business form documents, including purchase orders, terms and conditions, acknowledgement and order processing forms, indemnification terms, distribution agreements, and UCC security agreements
- Corporate record keeping and document retention
- Operational issue advice
- Management structure and growth, including strategic partnering
- Stock options
- Directorial and shareholder fiduciary duties
- Minority owner rights and remedies
- Shareholder disputes
- Regulatory guidance
- Advising on corporate duties and obligations pursuant to state business corporation statutes
- Software and merchandising license agreements
- Executive employment agreements and executive compensation
- Succession planning
- Corporate dissolution
- Corporate and asset finance
- Mergers, acquisitions, divestures, and reorganizations, including assistance with letters of intent, due diligence, and stock and asset sales and purchases
- Franchise agreements
- Strategic alliance agreements
- Joint venture agreements
- Venture capital investments
- Private equity
- Not-for-profit, tax-exempt formations and filing
- Corporate contracts, such as non-disclosure agreements and non-compete agreements
For clients including banks, public and private corporations, corporate issuers, investors and investment companies, private equity sponsors, asset-based lenders, asset managers, credit unions, captive insurance companies, and insurance and reinsurance companies, our attorneys regularly handle high-value matters involving:
- Bridge financing commitments
- Acquisition financings
- Mezzanine financings
- Registered offerings and private placements of equity and debt securities (both high-yield and investment grade)
- Debt exchange offers
- Debt and equity tender offers
- Secured loan transactions
- Consent solicitations
- Intellectual property management, protection, and optimization, including trademark and copyright registration and guidance on Trademark Trial and Appeal Board proceedings and the like
- IP litigation
- Trade secret identification and protection, including new developments under the Defend Trade Secrets Act
- Trade secret misappropriation litigation
- Patent, trademark, and copyright licenses
- Guidance on “work-for-hire” doctrine and issues concerning employee inventions
- Preparation of letters of intent
- Due diligence process
- Environmental concerns, including Phase I and Phase II environmental audits and environmental compliance issues
- Commercial loan agreements (term, demand, and revolving) and ancillary documentation including promissory notes; opinions of counsel; and inter-creditor, subordination, errors and omissions, and security and indemnity agreements
- Land use and zoning issues, including New York Article 78 actions
- IRS Code §1031 “like-kind” exchanges
- Commercial leases (gross leases; single, double, and triple net leases; and modified gross leases)
- Commercial foreclosures and evictions
- Construction agreements focusing on AIA contracts, owner-architect, contractor and sub-contractor, and development agreements
Goldberg Segalla is home to a robust international practice. We channel our team’s extensive international business and legal experience into helping clients around the world navigate the host of legal risks and challenges that international and multinational transactions and other matters can present.
Our capabilities in the international arena include transactions and other representation related to:
- Antitrust and competition law
- Intellectual property
- Global Insurance Services
- Mergers and acquisitions
- International banking and financing
- International cyber risks and data breaches
- Joint ventures
- Commercial litigation, international arbitrations, and dispute resolution
- General corporate counsel and strategic planning
- International hospitality and retail ventures
- International real estate purchases, leases, and related matters
- Employment, trade, import/export, and immigration issues
- International licensing, franchising, contracts, and litigation for sports and entertainment ventures
- International maritime law
In addition to handling transactions, our skilled practitioners from various practice groups also work together to formulate sophisticated, cost-efficient representation and counsel on a wide array of cross-border litigation, arbitration, and regulatory matters. Our team takes pride in helping our clients achieve their global objectives while managing litigation costs, other legal expenses, and risk.
Our attorneys have broad restructuring and litigation experience as well as a comprehensive knowledge of state debtor-creditor laws and federal bankruptcy law. We counsel creditors, trustees, official and ad hoc committees of creditors, corporate debtors, purchasers of distressed assets, financial institutions, manufacturers, developers, retailers, mechanics’ lien claimants, and judgment creditors in all aspects of federal bankruptcy, receiverships, insolvency, state law assignment for the benefit of creditors, and collection law.
Learn more about our capabilities on the Bankruptcy, Restructuring, and Creditors’ Rights practice page.
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May 17, 2022
April 29, 2020