Corporate & Tax

Goldberg Kohn’s Corporate & Tax Group is a versatile group of experienced business counselors and advocates, serving many clients as general or principal outside counsel. The firm is known for helping to achieve the business objectives of a wide range of business entities spanning several sectors, including among others, manufacturing, distribution services, technology, financial services, professional services, education and insurance.

The firm represents private equity investors, public and private companies, individuals and institutional investors. Whether starting at the inception of a business or at another critical stage, and whether representing institutions, smaller or mid-sized businesses or individuals, Goldberg Kohn commits the resources to understand the goals and aspirations of the client. The firm's business clients come to rely on Goldberg Kohn for practical, experience-based efficient and effective advice.

The Corporate & Tax practice is as diverse as its client base, including mergers and acquisitions and other reorganization transactions, private equity and institutional equity and debt investments, tax planning and structuring, and general corporate advice. Goldberg Kohn's 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.

Goldberg Kohn has a reputation for being nimble and aggressive in negotiating deals and properly advising clients in achieving their business goals. The firm's corporate attorneys assess the client's objectives before structuring a transaction and carefully evaluate all business relationships before drafting and negotiating appropriate agreements. In addition, Goldberg Kohn also weighs restructuring and finance decisions to determine the most beneficial course of action.

Goldberg Kohn frequently matches up a small team of its transactional lawyers against rotating rosters of specialists in mega firms. Goldberg Kohn's corporate attorneys are grounded in a strong understanding of the client's needs and being comfortable in numerous legal and business disciplines. This allows them to shape the agenda and to influence the course of transactions crucial to clients.

Acquisitions, Mergers, Divestitures & Joint Ventures

The firm represents 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. Goldberg Kohn's experience includes public and private M&A transactions, 363 bankruptcy sales and acquisitions, and UCC foreclosure sales and acquisitions.

Private Equity & Institutional Investments

Goldberg Kohn represents institutional investors, private equity funds, SBICs, pledge funds and individuals in connection with equity capital and/or senior or subordinated debt investments in businesses at various stages of development, including both controlling and minority interests in performing and underperforming companies. In addition, the firm often acts as corporate counsel for investee companies.

General Corporate/Contracting

The Corporate & Tax Group provides transactional and strategic advice to businesses in connection with the entire range of challenges and opportunities they face. The group prepares and negotiates 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.

Privately Held Companies

The firm assists 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.

Tax & Strategic Financial Planning

Goldberg Kohn provides tax and other planning for acquisitions, mergers, divestitures and investment transactions, as well as in internal restructurings and ownership succession transactions.

Technology Law

The Corporate & Tax Group has negotiated software development contracts and licensing, distribution and confidentiality agreements. The firm's information technology attorneys advise clients in a variety of electronic communication issues, including web site development, intellectual property and advertising on the Internet, as well as numerous other data ownership and privacy issues.

Private Placements of Securities & Other Interests

The firm represents issuers in private equity and debt placements in various types of investment vehicles. Corporate attorneys 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

Goldberg Kohn has experience assisting clients in stock buy-backs and going private transactions and issuing equity and debt securities. The firm provides 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.

Officer & Director Liability: Corporate Governance

The Corporate & Tax Group regularly represents 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.

Labor & Employment Matters

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

Representative Matters

• Represented a digital media company in its sale to a worldwide media conglomerate. Goldberg Kohn helped guide the client through not only the corporate and employment issues, but also through a number of complicated tax structuring components, including a recapitalization prior to the closing.
• Represented a private equity client in its acquisition of a freight-services company, and various of its affiliates. As the target's parent company was in default to its lenders, Goldberg Kohn helped structure and consummate the transaction in the form of a private UCC sale, negotiating heavily with the existing lenders and a number of other constituents.
• Represented a client, a retailer of bar supplies, liquor accessories and related products for over 80 years, in its sale to a private equity company. This transaction involved not only traditional corporate and tax components, but required Goldberg Kohn to settle disputes among the stockholders, thus calling for close coordination with the firm's Litigation Group to obtain court orders needed for the consummation of the sale.
• Represented a client in its acquisition of all of the stock of a company specializing in dessert products. Coordinating the buyer-side of the sale involved a complicated structure and capitalization to address concerns of the client and other investors, as well as negotiating and consummating new third party financing. This transaction required a focused interplay between the firm's corporate, tax and employment practices, as well as leading out-of-state affiliate firms to help address certain jurisdictional specific issues.

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