Corporate

Overview

Tannenbaum Helpern's Corporate practice has three principal components:

1. sophisticated transactional, securities and lending work for large and small U.S. and multinational privately-owned companies, private equity funds, family offices and high net-worth individuals;
2. general counsel to privately-held businesses across various industries; and
3. guidance and solutions to founders and emerging and start-up companies in all critical phases of the startup lifecycle.

In order to provide the quality legal care for which we pride ourselves, we first learn the unique business issues and goals of our clients. We then analyze the situation and provide common sense and practical advice on financial, structural, business, tax and other considerations, going well beyond the mere legal drafting of agreements and documents.

Tannenbaum Helpern’s Corporate practice represents a broad range of private equity, venture capital, hedge fund and established and entrepreneurial clients. Our corporate capabilities include mergers and acquisitions, sale of businesses, venture capital, financing and secured lending, joint ventures, and general corporate counseling and representation, as well as advice for start-up companies needing an early capital infusion. We offer a suite of legal services designed specifically for entrepreneurs who need efficient, high-level and tailored legal services when starting a new venture, from friends and family and seed rounds to all series of preferred stock.

Our securities work primarily involves the representation of investment funds, family offices and high net worth individuals investing in private company securities, and private companies seeking to raise capital, either by offering securities through private placement of debt or equity or through the issuance of securities in connection with mergers and acquisitions.

Venture capital transactions are an important part of our corporate practice. We represent domestic and foreign investors in their start-up and early-stage enterprises, and as their ventures grow. Tannenbaum Helpern corporate attorneys advise clients on transaction structures, assist in the preparation of private placement memoranda and other transaction documents, and arrange introductions of complementary and supporting parties. Recent venture capital transactions for which Tannenbaum Helpern has been engaged involved companies in a broad range of industries, including: cannabis, automotive, gaming, education and transportation tech, communications, health care, entertainment, food, distribution, manufacturing, technology, and computer software.

Tannenbaum Helpern’s Corporate practice is also actively involved in the formation and representation of limited liability companies, corporations, and general and limited partnerships.

Representative Services

• Private placements and venture capital
• Mergers and acquisitions, takeovers, leveraged buyouts and shareholder activism
• Finance and capital formation
• Joint ventures
• Loan agreements and secured transactions
• Business organization: structure techniques and alternatives
• Business operations
• Commercial contracts and relationships, including supply and distribution agreements
• Stockholder and partnership issues; other governance matters
• License agreements
• Executive compensation packages
• Regulatory and licensing matters before government agencies

Selected Accomplishments

• Represented the foreign seller of a $50 million U.S. subsidiary.
• Represented a financial fund in acquiring a business and extending credit, on a senior basis and mezzanine basis.
• Represented the sellers in a $90 million sale of alternative energy project limited partnerships to a major international corporation.
• Represented the seller in a $50 million sale of an investment management firm.
• Represented purchaser of automobile loan portfolio in excess of $150 million from financial institutions.
• Negotiated business combination creating third largest beer distributor in the United States.
• Negotiated senior executive level employment compensation agreements with leading companies in the fashion entertainment, advertising and supermarket industry.
• Advised clients in leveraged buy-outs, proxy contests, tender offers and takeovers.
• Represented clients in "going private" transactions such as converting public into private companies pursuant to securities laws as well as taking private companies "public."
• Represented institutional investors in a $15 million venture capital investment in a Midwest medical marijuana company.

Representative Clients

• Private equity, venture capital and hedge funds
• High technology companies
• Banks and financial service companies
• Family offices and high net worth individuals
• Beer distributorships
• Soft drink bottlers
• Wine and spirits importers
• Retailers and retail chains
• Development stage and emerging companies
• Medical groups and joint ventures
• Local, regional and national staffing and personnel placement firms
• Leading food purveyors
• Leading restaurateurs
• Fragrance importers and distributors
• Service organizations
• Manufacturers
• Investment groups and real estate syndications
• Public companies
• Closely held companies
• Energy companies
• Real estate developers
• Entertainment companies