We counsel companies throughout the entire life cycle of their businesses, including entity formation, fundraising, growth planning, reorganization, m&a, and exit. The clients we represent come from a variety of industries, such as aviation, aerospace, defense, technology, transportation and healthcare, among others.

We appreciate that every company and transaction is unique, so at the beginning of a relationship or a transaction, we make a concerted effort to learn more about our client’s business and the factors important to their decision-making. This allows us to provide a tailored approach rooted in an understanding of our client’s goals, their business, and the industries in which they operate.

By combining our legal skills with practical business experience, we provide clients with a real world- approach that maximizes results and minimizes costs. We do our best to balance future needs into today’s business decisions in an effort to avoid controversy and minimize expenses, fees and exposure down the road.  Results of our advice and counsel can be measured by the fact that the vast majority of our clients rarely encounter regulatory problems or litigation issues.

Whether brought in to serve as outside general counsel for ongoing support or as special counsel to address specific needs, we are happy to help.

Services

Business Entity Formation and Planning

  • Forming a corporation, limited liability company (LLC), partnership, non-profit, or joint venture

  • Forming distributorships, dealerships, franchises and other product/service distribution relationships

  • Governing documents including Articles of Incorporation, Articles of Organization, Bylaws, Articles of Organization, Operating Agreements, Shareholder and Buy Sell Agreements, Partnership Agreements, and IRS Forms

  • Limitation of liability considerations

  • Securities to be issued

  • Business licenses and regulatory permits

  • Securing favorable business taxation 

  • Assisting U.S. companies entering foreign markets

  • Assisting foreign companies entering U.S. markets

Commercial Contracts and Transactions

  • Business agreement negotiation, drafting, and analysis

  • Commercial contracts and transactions

  • Financing and lending

  • Distributor and Dealer Agreements

  • Consulting and Service Agreements

  • Confidentiality Agreements

  • Non-Compete Agreements

  • Leasing and other financing vehicles

  • Licensing Agreements

  • Technology transfers

  • Trade, Transportation, Manufacturing, and Supply Agreements

  • Release of Liability and Settlement Agreements

  • Sales Representative Agreements

  • Terms and Conditions, Terms of Use, and Terms of Service

  • Privacy Policies

  • Operations and Management Policies and Procedures

  • Cross-border transactions

  • Outsourcing

Mergers, Acquisitions, and Divestitures

  • Business acquisitions and sales by stock, membership interests, or assets

  • Mergers including “cash-out” mergers

  • Corporate restructurings and recapitalizations

  • Equity owner buy sell arrangements

  • Leveraged buyouts

  • Management buyouts

  • Spin-offs

  • Exit options and strategies

  • Due diligence

  • Letters of Intent

  • Succession planning

  • Business dissolution

  • Formation and dissolution of joint ventures and strategic partnerships

  • Takeover defense and advice

Employment

  • Employment Agreements

  • Independent Contractor Agreements

  • Non-Competition and Confidentiality

  • Employee versus Independent Contractor Classification

  • Employee Manuals

Corporate Governance

  • Corporate counseling on transactions and under both Federal and State law

  • Fraud and investigations

  • Board and shareholders resolutions and consents, directors meetings, shareholder meetings, and minutes

  • Counseling officers and directors on fiduciary duties and strategic considerations

Intellectual Property

  • Trademarks

  • Copyright

  • Protection of trade secrets

  • Confidentiality Agreements

  • Foreign and domestic intellectual property filings/ registration

  • IP transactions

Representative Transactions

  • Led multiple sell-side and buy-side acquisitions of privately held aerospace and defense contractors.

  • Counseled mid-sized missile defense C4 firm on sell-side acquisition.

  • Hired as aviation counsel to conduct due diligence on behalf of M&A counsel in support of their client's acquisition of a military rotorcraft operation.

  • Architected and executed industry “roll up” involving stock and asset purchase transactions of multiple entities, twenty-one aircraft, consolidation of FAA certifications, management of interim key personnel consultants through development of new operations manuals, and on-going negotiations with multiple FAA Flight Standards District Offices to achieve business objectives while mitigating operational interruption.

  • Advised UAS rotorcraft manufacturer on exit strategies which led to sell-side acquisition.

  • Merged certificated flight school and FAR Part 135 carrier, revised Ops Specs and operations manuals.

  • Advised fixed-wing vertical takeoff aircraft manufacturer on private equity securities offerings and assisted in preparation of confidential information memorandum and investor presentations.

  • Provided securities and financing assistance to UAS airframe manufacturers.