Goldberg Kohn - Attorneys at Law Goldberg Kohn Ltd
Goldberg Kohn

Our Corporate, Securities & Tax Group is a versatile group of experienced business counselors and advocates. We view our role as understanding, guiding and helping to achieve the business objectives of a wide range of business entities spanning the manufacturing, distribution services, technology, financial aid, professional services, education and not-for-profit sectors. Whether starting at the inception of a business or at another critical stage, we commit the resources to understand the goals and aspirations of the client. We work with clients to propose efficient structures and practical procedures to help businesses grow through all the phases of their life cycle, including capital raising, financing, admitting additional owners, ownership succession and transition, making acquisitions, and sale of the business. Our business clients come to rely on us for practical, experience-based advice that has been built up over decades of representing and advising business owners.

We frequently match up a small team of our broad-gauged transactional lawyers against rotating platoons of specialists in megafirms. Most often we find this to be much to our advantage. Grounded in a strong understanding of our client and its needs and being comfortable in numerous legal and business disciplines often means that we are the only lawyers in a transaction who have the entire picture in mind. This allows us to shape the agenda and to influence the course of transactions crucial to our clients.

We are motivated to know our clients inside and out, not just so that we can be nimble and aggressive in negotiating deals, but also so that we can properly advise owners and managers in achieving day-to-day business goals. We consider our client's objectives before structuring a business entity or transaction. We carefully evaluate the client's business relationships before drafting and negotiating appropriate agreements. We weigh restructuring and finance decisions to determine the most beneficial course. We are committed to helping our clients succeed.

Our Corporate Group represents a variety of business entities, including large public companies, mid-sized and emerging businesses, limited and general partners, and limited liability companies. We serve many clients as general or principal outside counsel. Our practice is as diverse as our client base and includes mergers and acquisitions and other reorganization transactions, tax planning and structuring, and general corporate advice. Our securities experience includes representing clients in the private placement of securities, spin-offs, venture capital financings, bond financings, and debt and equity offerings by seasoned companies, as well as preparing and advising clients as to required securities filings.

For more information about our Corporate, Securities & Tax Group, please contact:

Deni Caplan
312.201.3901
denise.caplan@goldbergkohn.com

Representative Matters

Acquisitions, Mergers, Divestitures and Joint Ventures

We represent clients in purchases and sales of stock and assets, mergers, acquisitions, spin-offs and other divestitures, and leveraged recapitalizations and management buy-outs for public and private companies and domestic and transnational clients.

Private Placements of Securities and Other Interests

We represent issuers in private equity and debt placements in various types of investment vehicles. We assist other firm practice groups in connection with the design, issuance, and purchase of debt and equity securities, warrants, convertible securities, investment partnerships and pools, and other investment vehicles, including regulatory compliance and disclosure matters.

General Securities

We also have experience assisting clients in stock buy-backs and going private transactions, and issuing equity and debt securities. We provide advice to clients regarding compliance with state and federal securities laws, including insider trading, compliance with Section 16 of the Securities Exchange Act, and disclosures in press releases, proxy statements and annual reports, as well as in filings with the Securities and Exchange Commission.

General Corporate/Contracting

We provide transactional and strategic advice to businesses in connection with the entire range of challenges and opportunities they face. We prepare and negotiate a wide range of contractual relationships for business clients, including sales and procurement agreements, distribution and licensing agreements, stockholders agreements, franchising agreements, and strategic alliances and joint ventures.

Tax and Strategic Financial Planning

We provide tax and other planning for acquisitions, mergers, divestitures and investment transactions, as well as in internal restructurings and ownership succession transactions.

Officer and Director Liability; Corporate Governance

We regularly represent clients regarding the fiduciary obligations of their officers and directors and the related issues of indemnification and of directors and officers liability insurance, as well as corporate governance structures, procedures and compliance.

Technology Law

We have negotiated software development contracts and licensing, distribution and confidentiality agreements. We advise clients in a variety of electronic communication issues, including Web site development, intellectual property and advertising on the Internet, and numerous other data ownership and privacy issues.

Labor and Employment Matters

In cooperation with the firm's Labor & Employment Group, we counsel clients regarding executive employment agreements, stock option and other compensation plans, ESOPs, termination issues, and other aspects of labor and employment relationships.

Privately Held Companies

We assist clients with issues such as how to finance a growing business, how to provide for management succession and how to reconcile divergent family interests, along with the various other special problems faced by family and privately held companies.

Venture Capital

We represent institutional investors and investment funds in connection with venture capital investments in businesses at various stages of development, including both minority stake investments and management-led buyouts of controlling interests. We also often act as corporate counsel for investee companies.

Representative Clients

  • ABN-AMRO North America Inc.
  • Allston Trading Co.
  • American Roller Co., LLC
  • Bachrach Clothing Inc.
  • Career Education Corp.
  • CDW Inc.
  • Chevron Corporation
  • Chicago Charter School Foundation
  • Citadel Investment Group, LLC
  • Delta Educational Systems Inc.
  • Exelon Corp.
  • Fender Musical Instruments Corp.
  • Focus Development, LLC
  • Fromm International Inc.
  • Helio Precision Products Inc.
  • Hilco Trading LLC
  • Huron Capital Partners
  • Idaho Timber Corp.
  • LaSalle Capital Markets
  • Lucta USA Inc.
  • Merrill Lynch Business Financial Services Inc.
  • Mesirow Financial
  • Paris Presents Inc.
  • Patriot Capital
  • Pillar Induction Co.
  • PPM Finance, Inc.
  • Revere Mortgage
  • Shurfine International Inc.
  • T.J. Adams Group, LLC
  • United Stationers, Inc.

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