Practice Areas

Corporate and Business Law

The lawyers in Barrett McNagny's Corporate and Business Law Group counsel clients with varied legal issues arising in the conduct of business. We represent a wide range of clients, from private businesses to publicly held corporations and from start-up businesses to established firms. Clients represented by the law firm's Corporate and Business Law Group span many major industry segments including manufacturing, distributing, retailing, banking and finance, health care, biotechnology, insurance, real estate, electronic commerce, and nonprofit. Because of our broad client base, we have substantial experience advising businesses in complicated multi-national and multi-state transactions, as well as assisting smaller or emerging businesses on general business matters.

We represent clients on a variety of matters, from the original establishment of the business enterprise through all aspects of its evolution and operation. Our areas of emphasis include:

Forming Businesses and Emerging Business Planning

Recognizing that businesses have different legal needs, we counsel clients on the diverse legal issues for various types of entities such as sole proprietorships, general partnerships, limited partnerships, limited liability partnerships (LLCs), corporations, and limited liability companies. Our attorneys also work with new business endeavors in financial planning, accessing capital, organization management, and strategic partnering.

Corporate Governance

We assist business clients in all aspects of corporate governance, including drafting internal governing documents such as articles, bylaws, minutes, and shareholder agreements. We also advise businesses with resolving disputes with major customers, suppliers, and owners, and offer counsel on officer and director liability.

Commercial and Common Business Transactions

We support our clients in a variety of contractual matters including:

Negotiations
Development & Documentation of Distributor
Franchise
Sales Agreements & Programs
Equipment Sales
Purchase Agreements
Equipment Leases
Technology Licenses
Warranties

We counsel businesses in connection with contractual obligations including requirements and supply contracts with customers, suppliers, and distributors, and we assist clients with negotiating and drafting customized contracts to address unique business arrangements. We also advise businesses on structuring and preparing consulting agreements, executive compensation, arrangements, and management agreements.

Mergers and Acquisitions

Our lawyers within the Corporate and Business Group represent clients in all aspects of buying, selling, merging, and consolidating businesses, including tax, finance, structure, environmental, ERISA, securities, labor relations, and real estate issues. We also assist businesses with structuring strategic alliances and forming joint ventures and special-purpose entities. Our group has extensive experience in structuring, negotiating, and completing purchase and sales transactions involving all types of businesses, including both public and private companies, and involving all types of entities, including general and limited partnerships, corporations, and limited liability companies.

Antitrust and Trade Regulations

Image of Marcus Heminger, Trisha Paul and Sam Talarico We counsel clients in many different industries on antitrust laws and their impact on the conduct of business, including horizontal and vertical price fixing, monopolization, illegal tying, exclusive dealings, and boycotts. We review distribution strategies, dealer, franchisee, and other terminations, licensing provisions, and pricing and sales practices. For businesses with pre-merger filing requirements, the attorneys help prepare and submit notification forms and advise clients on the antitrust implications of proposed mergers, acquisitions, and joint ventures, respond to governmental investigations of proposed transactions, and negotiate with government agencies to obtain approvals. We also counsel clients concerning issues involving competitors, including trade secret misappropriation, unfair competition, false advertising, breach of non-compete agreements, and breach of fiduciary duty.

Corporate Financing Transactions

We offer our clients legal counsel in all phases of financing including:

Asset-Based Financing
Private Placements and Public Offerings of Debt and Equity Instruments
Asset Securitization Transactions
Government Finance
Real Estate Finance
Letters of Credit
Placement of Commercial Paper
Other Types of Financing

Our attorneys have acted as bond counsel as well as counsel to issuers, purchasers, investment advisors, financial institutions, and trustees in a variety of transactions.

Federal and State Securities

We handle a wide range of federal and state securities issues. Our attorneys provide counsel for public offerings, private placements, and venture capital transactions, and we assist public companies with reporting and other compliance issues under federal and state securities laws. In conjunction with the firm's Commercial Litigation Group, our business attorneys also represent both individuals and companies in lawsuits involving securities disputes, including the defense against federal and state securities fraud claims.