Corporate Matters

Entity Structuring and Governance

In consultation with the Client and other professional advisors, Stevens & Associates develops the most appropriate strategies for the Client’s start-up, expanding, or acquired business activities.  Such includes an understanding of the ownership and operational needs of the Client and the impact of taxation, succession, licensure, and other aspects upon the choice of the entity.  Of paramount importance, when there is more than one investor, is to develop a clear and concise understanding of the relationship among them.  We have gained substantial experience in developing and negotiating shareholder, member, and partnership agreements, remaining mindful of the fact that the group of investors will, thereafter, need to function under a reasonable and predictable framework.  From formation of the corporation, limited liability company, or various partnerships, we provide counsel for proper governance and compliance with various municipal, State, and federal laws.  In similar fashion, the Firm may be engaged to re-organize or consolidate corporate families to meet a Client’s changing operational circumstances.  We may provide counsel to boards of directors or trustees, and various executive committees, including audit committees.

Licensures and Permissions

Of the several factors considered before a Client establishes itself in a particular jurisdiction are the requisite licensures and permissions which would need to be secured, maintained, and expensed.  Often such may be important but ministerial, such as qualifying a corporation organized in another State or country or associating professional licenses with professional firms.  Other matters may regard securing licensure dram shop (liquor) , public performance, and similar licenses and permissions integral to a Client’s intended business operations.

Mergers and Acquisitions

Few matters have greater impact upon a Client than the decision to merge with, purchase, or be acquired an unrelated company.  In representing parties to mergers, acquisitions, private placements, carve-outs, spin-offs, and other divestitures the Firm is often engaged, together with the Client and its other professional advisors, in understanding a Clients’ immediate and long-term objectives.  We assist in developing the scope and conduct of due diligence investigations and ensuring that the Client has the most complete and trustworthy information upon which to base the transaction decision.  Any substantive acquisition transaction likely requires the attention of several professionals, including an understanding of environmental, tax, regulatory, and operational matters.  Such must be understood together with the fiscal health of not only the other party, but also the projected fiscal position of the circumstances which may result from the transaction.  We participate in the negotiation of business terms and take the constructive lead on tax and legal considerations.  Typical workproduct may include letters of intent, due diligence reports, and various operative documents, including such effecting: purchase and sale, reorganization, employment and non-competition, confidentiality, indemnification, and security and correlated credit facilities.