Simmons Perrine Moyer Bergman PLC

Corporate Transactions and Business Counseling


Simmons Perrine Moyer Bergman counsels businesses in all facets of their commercial transactions, legal organization, and regulation. Our corporate attorneys have served as in-house counsel to financial institutions, manufacturing companies, and services companies. Our business lawyers understand that effective legal counsel requires an understanding of the business needs of the client.

Our attorneys are here to offer their expertise when called upon by in-house counsel or to act as “general counsel” for businesses that do not employ in-house counsel.

Legal services provided:

  • Business formation and organization: Advise regarding business formation and structuring of various types of entities. Assist with ongoing maintenance of organizational documents and advise regarding changes in the law and the impact of those changes on the organization.
     
  • Mergers and Acquisitions: We represent clients in all stages of mergers and acquisitions, including: structuring leveraged buy-outs and reverse mergers, negotiating and drafting stock purchases agreements and asset purchase agreements, structuring transactions to optimize tax consequences and structuring transactions for family and closely held businesses to optimize estate planning objectives.
     
  • Commercial transactions and business contracts: Advising and drafting of commercial contracts such as non-disclosure agreements, licenses, leases, intellectual property licenses, independent contractor agreements, distribution agreements, supply agreements, purchase contracts and credit agreements.
     
  • Debtor-Creditor: Assisting with secured transactions, debt restructuring, bankruptcy matters and structuring asset protection planning.
 
  • Banking transactions: We assist with secured and unsecured borrowings, structured finance transactions in the renewable energy, agricultural, and industrial sectors of the economy and assist with public finance transactions, including tax-exempt bond issuances.

  • Fiduciary duties: Advice regarding corporate and business law and the effect of changes in the law on all stakeholders in the organization and advise regarding corporate governance issues, including fiduciary duties of directors, partners and members.

  • TaxWe advise on a variety of tax matters, including: tax planning considerations in selecting the form of entity, tax advice for joint ventures and partnerships, tax planning to design incentive compensation and benefit plans, tax advice and entity formation to restructure business operations in anticipation of a merger or acquisition and advice regarding the tax effects of transactions and sales.

  • Corporate finance and securities law: We assist with private placement offerings, mezzanine financing, venture capital and counsel regarding angel investors.

 
  • Stock and equity holders: Advising regarding shareholder agreements, shareholder disputes, assisting with stock issuance and transfer and redemption agreements.     

  • Franchising, licensing and distribution law: Advising franchisees on the development of franchise systems, including drafting franchise agreements and Franchise Disclosure Documents; assisting franchisees with franchise registration; serving as local counsel for national, regional and local franchisees; representing franchisees with evaluating and negotiating franchise agreements; drafting and negotiating trademark licenses, distribution agreements, and software licenses; and counseling and protecting trademarks, copyrights, trade secrets and patents.

  • Renewable energyAdvise regarding renewable energy development, including wind energy agreements totaling over 2,500 MW of wind power. Assist with and advise regarding wind easements and leases, project financing for ethanol plants and other facilities and assist with due diligence in the development of wind farms and ethanol plants.

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