Corporate, Tax and Transactions

Corporate, Tax and Transactions Capabilities

Corporate

• Advice to clients on distribution agreements or the contractual distribution or retail sale of products or services from a manufacturer/producer, or wholesaler
• Advice to franchisees regarding franchising and/or reviewing of the Franchise Disclosure Document, franchise agreement, and related agreements
• Advice to franchisees regarding litigation, arbitration, or alternative dispute resolution
• Advice to franchisors regarding the drafting and delivery of the Federal Franchise Disclosure Document and related state regulatory filings
• Advising on privacy and publicity rights and privileges, and the likelihood of challenges
• Advising on the full range of school law issues, from student discipline and privacy rights to contract renewal, tenure issues, school financing, and labor and management matters
• Advising on the structure, planning, and timing of private and public securities offerings
• All levels of compliance training and monitoring
• Arbitration and mediation of customer disputes before FINRA
• Assistance with choice of entity decisions
• Assistance with disclosure, compensation, and compliance matters
• Assistance with Foreign Corporate Practice Act, anti-bribery, and other compliance matters
• Advice on federal and state laws and regulations
• Advice on investment advisor regulation
• Advice on investment company formation and regulation
• Advice on organizational liability issues, with review of liability insurance coverage, including self-insurance programs, to help limit exposure to claims for damages
• Advice regarding benefit corporations
• Advice regarding and representation of private equity groups and venture capital companies
• Advice to board members regarding committee structure, indemnification rights, and D&O insurance
• Assisting in the startup of new public community schools, providing advice regarding negotiations of Ohio sponsorship agreements, recruitment and training of the governing board, real estate leases, the Ohio Sunshine Law, the Ohio Privacy Act, and contracts with third-party financial agents and other service providers
• Bond issues, fundraising, governmental regulatory matters and public levies, real estate transactions (including property bequests to religious schools and nonprofit organizations)
• Collaboration with privately owned and family-owned businesses and their management to develop appropriate entity structures, financial strategies, and succession plans
• Compensation, separation, and recruitment issues, including those involving covenants not to compete and non-solicitation agreements
• Comprehensive general counsel and outside counsel guidance on organizational issues, governance, training, development, compliance, general policies, liability, management, and business concerns
• Conducting pre-publication review
• Counseling on the fiduciary duties of officers and directors, including the proper powers of board members, their interaction with management, and their responsibilities to shareholders
• Crafting guidelines for student and faculty use of internet, social media, and networking sites, as well as issues relating to educational and employment rights and academic freedom
• Dealing expeditiously with publication retraction and correction issues
• DFARS and FARS compliance and evaluation
• Documenting all requisite corporate approvals and responding to the rights of any dissident shareholders, including shareholders' appraisal rights
• Drafting offering materials such as registration statements and private placement memoranda
• Drafting, preparing, and filing federal and state securities law forms and other documents
• Employee and student safety, instruction, eligibility, discipline, enforcement of school codes, and facilitating suspension and expulsion hearings and review
• Ensuring compliance with all statutes and regulations governing such issues as public information, employment law, disabilities accommodation, and conflicts of interest
• General advice regarding franchising or distribution pursuant to/under a trademark license 
• Government contracts issues
• Guidance and assistance with preparing the various reports and filings required of reporting companies under the Securities Exchange Act of 1934
• Guidance on structuring efficient sales, supply or licensing agreements, consulting or similar business arrangements, and other essential contracts and relationships
• Handling internal investigations
• Handling of investigations by federal and state regulatory agencies
• Help for public and private companies to resolve shareholder disputes, conduct shareholder meetings, and respond to shareholder derivative actions
• ITAR (International Traffic in Arms Regulations)
• Labor and employment counsel to public school districts, community schools, colleges, and universities regarding labor negotiations, contract renewal and tenure issues, unfair labor practices, grievances, and arbitrations
• Litigation involving issues such as price fixing, group boycotts, market leveraging, price discrimination, and dealer relations (including dealer termination cases)
• Making and responding to open meetings, open court, or open records requests
• Preparing and negotiating letters of intent, definitive agreements, proxy statements if required for shareholder approval, and ancillary documents such as employment and non-compete agreements
• Preparing HSR submissions to secure antitrust approval from the FTC and DOJ
• Property issues, including gifts, transfers, and resolution of zoning and eminent domain disputes
• Recommendations to public company boards and senior executives on governance issues involving fiduciary duties, duty of care, and the business judgment rule
• Regularly updating a principals' handbook
• Representation before state and federal securities regulators and SROs
• Representation before the IRS in civil audit and appellate conference proceedings
• Representation on foreign investors and U.S. investments abroad
• Responding to subpoenas or other litigation-related concerns

Tax

• Advice on business, nonprofit organization, and individual tax planning
• Advice on choosing the appropriate form of business entity—corporation, general or limited partnership, limited liability company, joint venture, or individual proprietorship—for maximum operational and tax efficiency
• Advice on integrated tax and estate planning for business owners and high-net-worth individuals
• Advice on tax-exempt, nonprofit issues for private, public, and religious educational organizations, and religious charities
• ERISA and employee benefits, and state and federal tax issues (particularly on 501(c)(3) issues for private or community schools)
• Customized support in pursuing tax reductions before local government boards of revision and boards of tax appeals
• Resolution of controversies over assessment of sales and use taxes, employment taxes, property taxes, commercial activity, gross receipts, and all types of other state and local taxes
• Taxpayer advocacy in the U.S. Tax Court and the U.S. district and appellate courts

Transactions

• Aiding clients in the due diligence process, both in the acquisition and disposition context
• Assistance in structuring and planning taxable and non-taxable business reorganizations, acquisitions, and dispositions
• Assistance with transfer of business control, whether through development of succession plans, responding to recapitalization offers, or handling business sale or dissolution arrangements
• Counseling on compliance with the Hart-Scott-Rodino (HSR) Act
• Experience with Special Purpose Acquisition Corporations (SPACs) and targets acquisitions
• Obtaining advisory “business review letters” concerning prospective transactions