Complex Mergers and Acquisitions:

Few matters are more complex or have greater importance to business owners than mergers and acquisitions. AMM attorneys are experienced in developing and implementing creative strategies to position our clients, helping to maximize value whether they are a buyer, a seller, a lender, or an intermediary. Our attorneys are highly skilled deal makers with the knowledge and insight to guide you through the twists, turns and complexities of high stakes mergers or acquisitions.

Working closely with businesses of all sizes, from small entrepreneurial companies to mature entities, our team crafts custom solutions for every facet of your transaction. We take the time to understand your strategic objectives and bring years of practical business savvy to bear to ensure that the finance, tax, employment and intellectual property requirements of your deal are aligned to achieve your goals.

Our seasoned business attorneys regularly provide counsel in planning, structuring, negotiating, and consummating a varied range of relationships and transactions.  Our services include:

• Transaction structure
• Non-disclosure Agreements
• Letters of Intent
• Due diligence
• Purchase Agreements
• Joint Venture Agreements
• Financing Documents
• Assistance with post-closing matters, including earn-out, working capital, escrow, and seller financing issues

Our business clients know that their attorney is a dedicated partner who understands their needs, goals, and the stakes involved in this meaningful phase of the life cycle and evolution of their business.

Representative Deals:

Legal Services related to drafting and reviewing all types of technology-related contracts includes:

• Non-disclosure Agreements
• License Agreements
• Support and Maintenance Contracts
• Consulting Work for Hire Agreements
• Joint Development and Marketing Relationships
• Website Development Agreements
• Source Code Escrow Arrangements

 Trademark Services Include:

• Patents
• Trademarks
• Copyrights
• Trade Secrets
• Unfair Competition
• Emerging Forms of Protection, including Internet Domain Names

When there are two or more equity holders, a Buy-Sell Agreement is a powerful tool to help control a company’s future.  Contractually determining what happens to the company stock after a triggering event (termination of employment, disability, death, third party offers) can avoid shareholder disputes and can also solve some of the owners’ estate planning problems.  While no single, sure-fire method of determining the price exists, having a well thought out formula and contractual obligation to regularly update the valuation of the stock price is essential.  

NON-PROFIT FORMATION

Forming a non-profit organization involves several steps. 

• Choice of entity advice
• Obtaining tax-exempt status & compliance advice
• Development of required governing documents such as:
  • Articles of Incorporation,
  • Certificate of Formation
  • Bylaws. 
• Governance Advice regarding Board of Directors/Trustees and Organization Meeting
• Employer Identification Number (EIN)

ENTITY CHOICE

There are many forms to choose from such as:

• C Corporation
• S Corporation
• Limited Liability Company (LLC)
• General Partnership, Limited Partnership (LP), Limited Liability Partnership (LLPs)
• Professional Corporation
• Business Trusts

JOINT VENTURES & STRATEGIC ALLIANCES

Individuals and entities may enter into joint ventures and strategic alliances for a variety of business reasons; for example:

• Pooling resources for research and development of a prototype
• Joint manufacture of an existing product
• Shared distribution channels in the marketing or distribution of products

Contract drafting and review services include:

• Developing new contracts
• Property and lease agreements
• Reviewing existing contracts and enforcing your rights with regard to employment, vendors and customers