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Corporate
and Business Law
Entity
Structuring •
Business
Operations •
Mergers
and Acquisitions
Carson
Messinger offers an 80-year tradition of helping large and small
corporations and entrepreneurial business owners achieve greater
success.
William
A. Clarke •
G.
Wayne McKellips, Jr.
•
Paul
B. Kertman
•
Wallace
L. Larson
•
James
A. Burns
• Matthew H. Mason
•
Daniel L. Hulsizer
Litigation attorneys
for this practice area can be found on
the
Litigation
page.
Entity
structuring. For eight decades, one
of Carson Messinger's primary emphases has been on advising a
diverse clientele, including both established and emerging
businesses regarding the legal aspects of owning and operating a
business. To address our clients' needs, we work closely with
the firm's other practice groups, using the expertise of lawyers
in other areas of law in planning and structuring business
matters. This greatly enhances our ability to serve our clients
by fulfilling their business-related needs.
We represent all types of business
organizations, including sole proprietorships, general partnerships,
limited partnerships, joint ventures, limited liability companies and corporations.
In connection with such
representation, we advise clients on the most advantageous form
of ownership entity for a particular business or venture, and
then prepare the appropriate formational and governing
documents, such as articles of incorporation/organization, by-laws, operating
agreements, partnership agreements, joint
venture agreements and related documents, as
appropriate.
Business
operations. After
formation, or for established corporate clients, we help our
business clients achieve their transaction goals, including
drafting and negotiating all types of business contracts. We
assist our clients in the preparation of corporate documents and
regulatory filings, negotiation of contracts and employment
agreements, the development of stock option plans and employment benefit plans.
We
represent both corporations and management in the negotiation
and preparation of employment, shareholder, non-compete,
buy-sell, confidentiality, licensing, technology transfer, and
work-for-hire and other agreements. Our services include dealing
with issues outside of – but related to – traditional corporate practice, such as those pertaining to
employee benefit plans, intellectual
property rights, real estate, property leasing issues,
financing, regulatory concerns and environmental issues, to name
a few.
As mentioned above, our
Corporate and Business Law practice regularly draws on the
insight of our trial lawyers, who bring a practical perspective
to the process of planning and shaping clients' business
activities in an effort to minimize the likelihood of litigation
and maximize the success of our clients' business activities.
The
firm's clients include real estate contractors, real estate
developers, real estate brokers, manufacturers, distributors,
retailers, growers, packers, family businesses, farmers, service
businesses, and non-profit organizations. From the inception of
a new business to the sale of a mature one, our business lawyers
have expertise in every facet of representation for businesses
and the people who run them.
Mergers
and acquisitions. Mergers and acquisitions are also a
part of Carson Messinger's corporate transactional practice. We
can assist with advice on: negotiating
the initial letter of intent; structuring
mergers and acquisitions; analyzing
the methods used for acquisition, such as stock or asset
sales; assisting
in negotiations and due diligence; and documenting
transactions.
Our lawyers have handled merger and acquisition
transactions varying in
size from a few thousand dollars to more than $50 million. We
are experienced in representing sellers, buyers, investors,
investment banks, commercial banks, private equity and venture
capital funds, institutional lenders, and independent investment
groups in all regions of the United States.
Representative
Corporate and Business Clients: Aerials Express,
LLC; American
Refrigeration Supplies; Canyon State Oil Company; Dunn/Powers
Caster Corporation of Arizona; Edgepoint Technology, Inc.; Elbex
Industrial Supplies, LLC; Kitchell
Corporation;
Molecular Imaging, Inc.; Russ Lyon Realty Company;
Russell
Sigler, Inc.; Star Plastering, Inc.; Strategic
Marketing Enterprises, LLC; Troon
Golf, LLC
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