Business Transactions

We provide counsel to businesses in all aspects of commercial transactions, including negotiation of agreements and development of standard terms and conditions for the sale of goods and services, contract management and dispute resolution. Commercial transactions range from sales of goods and services and secured financing and credit agreements under the Uniform Commercial Code to product distribution and licensing agreements, software licensing, marketing alliances and product development agreements. Our lawyers in this field are highly experienced in guiding our clients through the transactions that drive their bottom line.

GRSM is dedicated to helping our clients grow and prosper. We have the skills and experience to negotiate, prepare for and consummate a business acquisition, combination or divestiture. We develop deep relationships with our clients, enabling us to help them accomplish their goals efficiently and effectively. We represent both buyers and sellers in manufacturing, distribution, industrial, technology, service, processing, healthcare and life sciences, retail and other sectors. We have particularly deep experience with middle-market companies.

We advise our clients in all aspects of acquisitions and sales, including:

• Due diligence, documentation and negotiation
• Deal structuring
• Intellectual property evaluations
• Tax consequences and planning
• Employee relations, ERISA and employee benefit matters
• Environmental matters
• Creditors’ rights
• Regulatory compliance
• Litigation review
• Public and private offerings of equity and debt
• Secured, subordinated, convertible and unsecured financing
• Private fund formation
• Redemption and recapitalization transactions

We help clients work through succession planning issues, internal transfers of ownership and employee and stakeholder plans. Change-of-control transactions often involve succession planning to provide for the transfer of wealth and a transition of management to future generations. Our attorneys help clients seamlessly integrate and structure financial, business and personal affairs into a cohesive plan providing for the balanced transfer of wealth, transition of management and protection of assets to set up for the next generation while rewarding and incentivizing employees and other stakeholders for continued performance and longevity.

We advise clients in the formation of corporations (Subchapter C and Subchapter S), limited and general partnerships, limited liability companies and partnerships, joint ventures and nonprofit enterprises. Start-ups call on us for counsel in specialized areas of securities law compliance, venture capital and secured financing, and management structures. Our services to new and growing businesses include business counseling, capital raising, IP protection and licensing, office leasing, employment agreements, executive compensation, stock option and restricted stock plans, acquisition strategy and consummation, tax planning, and contract review.  GRSM also regularly represents providers of capital and investors in emerging and venture-backed companies.

GRSM counsels public and private companies in securities transactions and compliance, including periodic reporting and public disclosure, proxy solicitations, insider trading prohibitions and requirements, broker/dealer compliance and corporate governance.

Publicly traded companies rely on us for assistance with secondary or exchange offerings arising out of mergers and acquisitions, offerings in connection with stock option or other employee benefit plans, dividend reinvestment plans and direct stock purchase plans.

We assist with:

• Preparation and filing of proxy statements and annual and quarterly reports on Forms 10-K and 10-Q
• Public disclosure requirements
• Compliance with Regulation FD and the Sarbanes-Oxley Act
• Insider trading compliance requirements under Exchange Act Section 16 and sales of restricted securities under Rule 144

Our lawyers assist borrowers and lenders with secured and unsecured lending transactions ranging from small start-up loans to working capital, acquisition and project financing for our largest clients. Our services include documentation of new credit transactions, amendment and restatement of existing credit facilities, negotiation of forbearance agreements, loan workouts and exercise of remedies with respect to pledged collateral. We regularly represent both lenders and borrowers and understand the issues on both sides of the table.