Corporate & Business Law

 
The Pashman Stein Walder Hayden Corporate & Business Law practice group is comprised of business attorneys who have experience and expertise in advising and assisting with company and individual transactions and legal issues. We act as a trusted advisor to business owners, entrepreneurs, investors and companies in many stages and contexts, from closely-held companies, start-up and early-stage ventures, to mid-stage and well-established domestic, international, and publicly traded companies. Our clients look to us to assist them with the legal issues they face, from contract drafting and review, to obtaining financing, to growth and development initiatives (including buying and selling businesses), and routine day-to-day legal issues.

We take pride in our longstanding relationships with many business clients, and offer them guidance at every stage in the life of their business, including:

• Selection and formation of business entity
• Due diligence Investigations
• Stock or Membership interest purchases and sales
• Asset purchases and sales
• Contract drafting, review and negotiation
• Master Services Agreements and Service Agreements
• Supply, Manufacture, and Distribution Agreements
• Agreements among equity stakeholders, including Operating Agreements and Shareholders Agreement
• Buy-Sell Agreement and succession planning matters
• Joint ventures and new business Initiatives
• Independent Contractor and Employment Agreements
• Drafting, review, and negotiation of investment documents, including Private Placement Memoranda and
  Subscription Agreements
• Executive employment transition, including Severance Agreements, Separation Agreements,
  and C-Suite level agreements
• Executive compensation matters
• Licensing Agreements
• Redemption of business interests
• Dissolution and disposition of businesses and assets

We represent clients across a broad spectrum of regulated and non-regulated industries. Through a collaborative approach we gain a deeper understanding of our client’s business, the particular needs of its industry, and the impact of changing markets. Together we identify our client’s short and long-term goals and develop implementation strategies to help attain those goals.

Industries in which we represent clients include:

• Accounting
• Alternative Energy
• Architecture
• Banking
• Cannabis and Cannabidiol
• Commodities and Raw Materials
• Construction
• Consumer Goods
• E-Gaming
• Energy
• Engineering
• Environmental Services
• Financial Services
• FinTech
• Food and Beverage
• Healthcare
• Heavy Equipment and Machinery
• Higher Education
• Hospitality
• Investment Advisory
• Life Sciences
• Manufacturing
• Pharmaceuticals
• Physician Practices
• Real Estate
• Securities Monitoring
• Telecommunications
• Waste and Waste Water


Representative Matters

• Represented a national security company in a closing of a $195 million asset-backed credit facility with a private
   equity group of funds.
• Represented a national services company in a closing of an asset-backed credit facility of $100 million.
• Represented a NJ builder/developer in the financing of the construction of a new office building.
• Represented a defense contractor in the sale of specified assets.
• Represented an industry trade organization in the sale of its separate business entities to key employees.
• Represented a hedge fund management company in a joint venture purchasing asset-backed bond portfolios.
• Represented a New Jersey grocery chain in the purchase of another New Jersey location.
• Represented a utilities authority in the financing and implementation of a hydroelectric facility.
• Represented medical practices in the organization of the company ownership documentation and the sales of
  practices.
• Represented an SEC registered investment adviser in connection with the sale of substantially all of its assets to an    unaffiliated SEC registered investment adviser.
• Represented a new subsidiary of a privately-held large federal chartered banking institution in connection with its
  acquisition of an SEC registered investment adviser and its entry into the fee-based investment management
  sector.
• Represented a multi-state professional engineering and architecture firm in the sale of its equity to a public
  company purchaser.
• Advised the owner of an environmental services, engineering and remediation company in the sale of their stock
  for a combination of cash, equity and post-closing employment. Included in the sale were company subsidiaries
  involved with workplace training and fleet vehicle maintenance services.
• Represented two related companies involved in providing services and materials to the special event and
  construction industries in their internal reorganization and subsequent sale to a third party buyer for a value of
  approximately $22.5 million.
• Represented the ownership group of a genetic counselling and life sciences company in their company merger with
  an institutional healthcare technology company for a combination of cash, promissory notes and equity.
• Represented the exclusive supplier of baked goods to a national restaurant chain in the drafting and negotiation of
  a long-term Supply Agreement.
• Represented a medical device manufacturer in the drafting and negotiation of a Distribution Agreement with an
  international distributor.
• Represented C-Suite Executives in their separation and employment negotiations, compensation discussions and
  onboarding.
• Represented a national pharmaceutical service provider in its negotiation of Master Services Agreements, Project
  Agreements, Statements of Work and Project Agreements with multiple domestic and international pharmaceutical
  manufacturers.
• Represented a national insurance company in its structuring, negotiation and documentation of a joint venture
  with their competitor targeting a new market for both parties.
• Advised a medical device manufacturer in connection with company structuring, capital raising activities and
  relationship agreements.
• Represented a company ownership group in their succession to the next generation of related and unrelated
  owners.