Making the most of business opportunities is the very essence of running a successful company. For business owners and corporate executives, the importance of having a trust-based relationship with a law firm that can assist them in meeting their strategic objectives cannot be overstated.
The attorneys in the Corporate Department at Greenbaum, Rowe, Smith & Davis are focused on building long-term relationships by providing practical and efficient solution-oriented representation. Our sophisticated knowledge of both the big picture issues and the fine point details of business dealings here in New Jersey is among our key competencies.
The firm’s Corporate Department has a diverse client base that ranges from individuals and emerging entrepreneurs to established middle market companies and family-owned operations. The practice also includes larger regional and national corporations, both public and private. Regardless of size, our work process incorporates gaining an understanding of each client’s unique business and financial circumstances, their immediate needs, and their long-range goals – and then customizing our representation to meet that profile.
Our corporate attorneys advise companies in all phases of the business life cycle across an expansive range of industries, including manufacturing, food and beverage, sports, entertainment, retail, automotive dealerships, real estate, transportation, alternative energy, health and medical care, banking and finance. We have particular strength and experience in serving as outside general counsel to small and mid-market companies who lack an in-house legal resource, as well as in the specialized area of franchise law.
We serve as general business counsel, keeping our clients apprised of changes in the law, how those changes may impact their business, and what actions may be required. We place a strong focus on strategic business planning and preventative counseling, including business and operational audits to determine potential opportunities and identify trouble spots and areas of concern. We provide guidance on regulatory compliance and corporate governance issues, including SEC and Sarbanes-Oxley compliance, and the fiduciary responsibilities of officers and directors. We advise on the legal implications of various strategic alternatives such as joint ventures and strategic alliances, as well as financing options including private equity, venture capital and real estate and asset-based financing.
We take a detail-driven approach, and bring strong and effective negotiation and drafting skills, to our representation of clients in corporate transactions of all types. Our depth in the practice of corporate law is further enhanced by the firm’s strengths in real estate, environmental law, tax issues and commercial litigation. Our transactional experience includes:
- Mergers and acquisitions
- Complex commercial deals
- Public offerings and private placements
- Corporate restructurings
- Licensing, manufacturing, distribution, employment, non-compete and other agreements
- Purchase and sale of business assets and entities
- Business disputes and business divorces
- Intellectual property, copyright and trademark matters
- Securities transactions
- Representation of a public company sold through a "go-shop" process with multiple bidders in a $75 million transaction.
- Representation of a family-owned real estate company in connection with a shareholder dispute involving tax, financing and employment related issues.
- Representation of a leading tri-state metropolitan area franchise owner in connection with the multi-million dollar ongoing acquisition and roll-up of multiple stores and accompanying real estate, including roll-up financing for multi-store acquisition and related complex environmental issues.
- Representation of an orthopedic surgical group in connection with a redemption of the ownership interests of two founding physician members. The transaction included a multitude of employment, tax, financial and compliance issues.
- Representation of one of New Jersey's leading bus transportation companies in connection with its $5 million acquisition of an industrial site to be used for vehicle parking, maintenance and repair.
- Representation of one of the largest family-owned industrial production/services/solutions/supply chain management companies in New Jersey in connection with the relocation of its industrial warehouse and corporate offices. The transaction encompasses numerous zoning, environmental, financing, tax and Section 1031 issues related to the acquisition of industrial sites for a 7500+ square foot office building and over 160,000 square feet of warehouse space.
- Representation of a client in connection with the sale of a pharmaceutical, nutraceutical and dietary supplement product line for a purchase price of over $18 million.
- Representation of leading regional commercial bank on a line of credit loan of over $10 million to a New Jersey-based redeveloper. The loan will be used in connection with a one million square foot mixed-use project in northern New Jersey. The transaction involved sophisticated corporate, partnership, financing and real estate issues, the analyses of complex governance documents of numerous entities, and the structuring of innovative methods of collateralization.
- Representation of a New Jersey-based limited liability company in the trade show and exhibition industry in the sale of its assets to a Delaware limited liability company for a purchase price of $4 million.
- Representation of a New Jersey corporation engaged in the manufacture and distribution of fragrance compounds in the $2.6 million sale of its assets, with an additional earn out provision for up to $1.7 million.
- Representation of a technology industry client in the $6.25 million sale of its assets in a transaction that involved entities based in Canada, the United Kingdom and Germany.
- Representation of a privately-held company in the recent sale of its assets for $69.5 million. The client has been a leading producer of barware and wine-related accessories available for purchase in national retail outlets.
- Representation of a New Jersey-based client in its multi-million dollar acquisition by a public corporation with offices in U.S. and abroad. Client purchases and sells equipment and replacement parts for automobiles, with extensive product lines for domestic and imported automobiles.
- Representation of privately held New Jersey-based leading manufacturer and global distributor of high-performance specialty lubricants in its acquisition by Indianapolis-based public company.
- Representation of New Jersey-based client with extensive automotive industry profile in complex transaction involving the multi-million dollar purchase of two automobile franchises and related real property located in Georgia.
- Representation of debtor in the workout of multi-million dollar site improvement loan for franchised automobile dealership.
- Representation of leading New Jersey-based commercial bank in a restructuring of financing through the NJ Economic Development Authority.
- Representation of leading national home builder as local New Jersey counsel in several public debt offerings.
- Representation of privately held medical device company in its acquisition for $60 million by a subsidiary of leading global pharmaceutical company.
- Representation of leading international industrial packaging firm in its multi-million dollar acquisition of a privately held specialty manufacturing company.