business and corporate
Business Structuring, Operations |
GWT offers its business clients full service not only on civil litigation matters, but also through its vibrant transactional practice. We represent a large number of privately and publicly held companies with respect to all aspects of their businesses. We pride ourselves on finding creative solutions to the unique issues our business clients and their owners face. A number of our clients trust us to provide services similar to those that might ordinarily be handled by in-house counsel.
We recognize corporate legal needs involve virtually every aspect of your business. The practice groups in our firm, including litigation, real estate, and labor and employment, work together to provide a balanced, reasoned approach to our clients’ specific requirements. By virtue of this team approach, GWT’s lawyers are able to provide informed counseling on a wide variety of business issues, including commercial and real estate contracts, labor and employment matters, corporate governance and licensing.
Our corporate and transactional services include incorporation, formation and maintenance of business entities, mergers and acquisitions, sale or purchase of businesses, licensing and distribution agreements, intellectual property protection, corporate succession planning, business restructuring, buy-sell agreements, employment agreements, confidentiality and non-disclosure agreements, and real estate agreements of all kinds. We also offer particular expertise advising emerging companies and start-ups concerning their specialized needs, including seed and venture capital financing transactions.
In addition to our clients based in the United States, GWT also represents a number of international businesses in all areas of their US and international business activities. Our International Business Transactions Group is co-chaired by Mr. Takeuchi, who advises numerous Pacific Rim clients, is fluent in Japanese and was formerly a partner at the international law firm Squire, Sanders & Dempsey, and Mr. Grayver, who was raised in Moscow, is fluent in Russian, and advises a number of businesses and investors from Russia and the former Soviet Union.
Business Structuring, Operations & Transactions
GWT’s business lawyers are unusually well qualified to advise clients regarding the best choice of legal entity for accomplishing their particular business goals. The firm’s lawyers have extensive experience forming and structuring corporations, limited liability companies, general partnerships, limited partnerships, joint ventures, and specialized business entities, both simple and complex. An individualized solution is devised for each client, taking into account the client’s business plan, liability concerns, and tax issues.
Both new and continuing clients frequently call upon the firm’s lawyers for advice regarding business operational issues, including a wide range of governance, employment, regulatory, and contractual matters. GWT’s attorneys regularly prepare and review all types of business contracts, including partnership, joint venture, shareholder, operating, employment, supplier, distributorship, and licensing agreements.
Because the firm represents a large number of clients who are real estate developers, real estate investors, building contractors, real estate brokers, and medical professionals, it has developed particular expertise in helping clients address the operating challenges that commonly arise in those fields.
Practicing Attorneys: Mr. Greenberg, Mr. Whitcombe, Mr. Takeuchi, Mr. Gibson, and Mr. Grayver
Financing Transactions
GWT’s business lawyers regularly represent the firm’s clients is a wide array of financing transactions, ranging from simple secured loan arrangements to complex investor participation agreements. Because the firm has had extensive experience counseling institutional and individual lenders and investors, on one hand, and a full range of business borrowers on the other hand, its lawyers understand both sides of financing transactions intimately, and are thus able to negotiate deals to the best advantage of the client. The firm’s lawyers negotiate, structure, and document all types of debt, equity, and leasing arrangements, involving collateral of every kind and description.
Practicing Attorneys: Mr. Greenberg, Mr. Whitcombe, Mr. Takeuchi, Mr. Gibson, and Mr. Grayver
Mergers & Acquisitions
GWT’s business lawyers represent both sellers and buyers in a broad range of transactions involving the sale and purchase of business enterprises of every size. In the past these transactions have included stock sales, asset sales, mergers, split-ups, and spin-offs, structured and financed in a myriad of ways. Every client’s proposed transaction is carefully analyzed, and a range of options are weighed, to insure an individualized solution that maximizes the benefit to the client.
Practicing Attorneys: Mr. Greenberg, Mr. Whitcombe, Mr. Takeuchi, Mr. Gibson, and Mr. Grayver
Financial Institutions
GWT’s Financial Institutions Group has broad expertise responding to both the day-to-day operations questions from our banking clients, and handling all aspects of lender liability and operations defense. Our attorneys are experienced in drafting loan documentation for modifications, participations, loan sales, workouts and other transactions, and the firm has long represented creditors in complex commercial workouts. When we have been engaged to recover assets, our representation has included application for preliminary remedies, including writs of attachment and appointment of a receiver, and when necessary and warranted, creditor representation in insolvency proceedings. GWT’s lawyers are seasoned in pursuing both judicial foreclosure and relief from the automatic stay in bankruptcy proceedings. Whatever the project, we are always mindful of achieving cost-effective results, taking into account the financial status of the debtor.
Practicing Attorneys: Mr. Whitcombe, Mr. Gibson, and Ms. Lamberg
Emerging Company & Venture Capital
A significant focus of our transactional practice is serving the needs of emerging growth companies. Our attorneys’ broad and varied transactional expertise helps us to provide strategic legal counsel to our clients throughout their entire life cycle – from formation and seed funding, to venture capital financings, to eventual exit by IPO or acquisition. We advise our clients concerning a wide spectrum of financing structures and business combinations, and are known for our creative solutions to structuring emerging businesses and obtaining seed financing and venture capital. As a result of our experience in the start-up market, we also understand the practical business needs of early-stage companies. Going forward, we act as outside general counsel to a number of our start-up clients, including participating in board-level discussions and serving as an extension of the management team.
We also advise venture capital funds on legal matters surrounding their formation and management, both in the US and in off-shore jurisdictions. We assist venture capital funds in negotiations with prospective limited partners as well as performing due diligence and negotiations on behalf of investors in venture capital and private equity funds.
Practicing Attorneys: Mr. Whitcombe, Mr. Takeuchi, and Mr. Grayver
International Business Transactions
GWT has a widely respected niche practice counseling international businesses in all areas of their US and international business activities, including mergers and acquisitions, international joint ventures and partnerships, real estate purchase, development and sale transactions, corporate restructuring, technology licensing, computer software distribution and licensing, distributorship agreements, and negotiating business dispute resolutions. This practice group is co-chaired by Mr. Takeuchi, who represents numerous Pacific Rim clients, and Mr. Grayver, who advises a number of companies and investors from Russia and the former Soviet Union.
Practicing Attorneys: Mr. Takeuchi and Mr. Grayver
