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Hospitality & Tourism

Comprehensive.
LeClairRyan’s Hospitality & Tourism team provides practical solutions to the legal challenges players in the industry face every day. Our team is comprised of client-focused veteran attorneys who understand how their diverse areas of law apply to the hospitality and tourism industry.

Our team’s competitive advantage is its ability to provide comprehensive representation to hospitality and tourism interests. We are strategically positioned to counsel hospitality and tourism businesses of all types and sizes. By way of example, a national restaurant franchise has called upon our team to handle its commercial real estate transactions, alcohol licensing, business licensing, premises liability litigation, immigration matters, taxation compliance and employment issues. In addition, companies throughout the hospitality and tourism industry rely on our team to review their compliance with industry-specific laws.

Focused.
While the services we provide are comprehensive in nature, individual members of our team provide narrowly defined representation based on their area of law. A team member who focuses on alcoholic beverage control serves as general counsel to a multi-concept hospitality group that owns and operates more than 20 sports bars, billiards and craft beer retail establishments in Texas and Louisiana. Another team member who has a depth of experience in commercial real estate transactions handled the purchase of a national vineyard by a well-known national conglomerate.

Businesses in the hospitality and tourism industry face diverse challenges and legal issues. The composition of LeClairRyan’s Hospitality & Tourism Industry team reflects the industry it serves. Through our level of skill and depth of experience, we provide our clients with the multidisciplinary legal services necessary to offer practical solutions to their legal challenges.

Our distinctive strengths include: 

  • Alcoholic beverage control (federal, state and local) 
  • Bank finance and lending 
  • Commercial real estate 
  • Community associations 
  • Construction contract review 
  • Corporate services 
  • Employment 
  • Environmental (federal, state and local) 
  • Franchise 
  • Insurance 
  • Intellectual property protection 
  • Labor 
  • Litigation 
  • Manufacturing 
  • Mergers and acquisitions 
  • Political contributions 
  • Premises liability 
  • Taxation (federal, state and local) 
  • Transportation 
  • Retail 
  • Venture capital  

The business sectors we serve include:

  • Resorts
  • Hotels
  • Restaurants
  • Bars
  • Golf courses
  • Ski facilities
  • Recreational clubs
  • Water parks
  • Rodeos
  • Ecotourism amenities
  • Convention centers
  • Homeowner associations
  • Tour guide companies
  • Preservationists
  • Franchises
  • Specialty retailers
  • Sports facilities
  • Theme parks
  • Museums
  • Theaters
  • Festivals
  • Commercial retailers
  • Transportation interests
  • Destination exhibitioners
  • Breweries
  • Wineries
  • Distilleries

Representative matters:

  • Represented restaurant in copyright infringement action brought by the holder of music copyrights in Eastern District of Virginia
  • Represented restaurant owner in suit brought by former co-owner of restaurant in Virginia state court
  • Defended employee of Virginia-based beer distributor in criminal action brought by Virginia ABC Board in Virginia state court
  • Defended national restaurant franchise against claims of personal injury in Virginia state court
  • Represented restaurant in dispute with former vendor
  • Represented large casual themed restaurant in obtaining liquor licenses in multiple jurisdictions, including specialized local permitting, civic league approval, religious organization approval and public safety approval
  • Represented restaurant owner in underage beverage service charge resulting in having charge dismissed and clean record reinstated on grounds of mishandling of evidence
  • Represented investment and development groups, including several NASCAR drivers in acquisition, planning, zoning, ISLA registration, state common interest registrations and private and public finance for 2,500-acre motor sports themed development in western Virginia
  • Represented 3,500-door homeowner association in separation from developer of multi-course golf community and host to major golf event upon sale by developer/resort and conference center operator, including renegotiation of ingress and egress, shared cost agreements, amenity usage and private security
  • Represented religious organization owning 300 acres of land for over 200 years in development of mixed-use community, including hotel, senior apartments, commercial space, condominiums and single-family homes
  • Represented second largest franchisee in casual themed restaurant system in negotiation of franchise agreements, area development agreements and territory agreements
  • Represented hotel owner group in negotiation of management agreements for several hotel properties
  • Represented replacement golf resort management company in obtaining continuous operating agreement for service of alcoholic beverages upon termination of existing management company
  • Represented restaurant operator in major meals tax dispute with Virginia Department of Taxation and achieved zero-dollar obligation result upon claimed underpayment of over $300,000
  • ALCOHOLIC BEVERAGE CONTROL (FEDERAL, STATE AND LOCAL)
    Alcohol beverage control law is complex, nuanced and unique to every jurisdiction. LeClairRyan regularly partners with clients to navigate the statutes and regulations governing the production, distribution and sale of alcohol across the country. LeClairRyan attorneys value the importance of understanding our client’s specific business needs before crafting a practical solution.

    Members of our team represent alcohol suppliers to ensure their compliance with state, federal and local regulations. Suppliers rely on our attorneys to assist with licensing, drafting and negotiating agreements with importers and wholesalers. We also represent suppliers in franchise act litigation, contract disputes, enforcement proceedings, and other rows specific to the business. LeClairRyan is proud to count among its clients regionally, nationally and internationally known breweries and vineyards.

    Importers and wholesalers frequently call upon LeClairRyan for regulatory guidance, representation in franchise act matters, and counsel concerning their relationships with suppliers. Members of our team have the experience required to aid importers and wholesalers in an array of contexts, including licensing, corporate formation, mergers, acquisitions, contracting, franchise act compliance, litigation and good-faith dealing.

    LeClairRyan also counsels retailers of all stripes. Independent specialty stores, golf course management companies, restaurants, hotels, and national grocers are just a few types of retailers that rely on our attorneys to manage their licensing and compliance strategy at the local, state and federal levels. Interfacing with municipal governments, state government agencies, and the Alcohol and Tobacco Tax and Trade Bureau (TTB) on behalf of clients is routine for LeClairRyan’s Hospitality & Tourism Industry team.

    Players in all three tiers of the alcohol industry have engaged LeClairRyan for legal counsel. We have handled licensing, compliance, labeling, transportation, taxation, enforcement, and advertising issues for clients in all three tiers.

    LeClairRyan’s Hospitality & Tourism Industry team consists of professionals with a depth of experience in areas affecting the alcohol trade, including commercial real estate, labor and employment, premises liability, retail, taxation, franchise, bank finance and lending, construction, environmental, insurance, intellectual property, manufacturing, mergers and acquisitions, political contributions, worker’s compensation, corporate services, transportation, venture capital, antitrust, and white collar criminal defense.

    Regardless of our clients’ size or whether its challenges are at the local, state or national level, our attorneys have the skill and knowledge necessary to craft practical solutions to legal challenges in the alcoholic beverage sector of the hospitality and tourism industry.
  • BANK FINANCE AND LENDING
    LeClairRyan’s Bank Finance and Lending attorneys possess a depth of knowledge in the spectrum of financial transaction issues pertaining to banking and commercial finance institutions of all types and their non-bank financial intermediaries.

    Our attorneys stay abreast of the latest developments in banking and regulatory matters, bankruptcy law, loan and lease documentation, and financing workout trends, uniquely positioning ourselves to offer effective, relevant advice on critical issues and provide our clients with strategies on how to proceed.

    Our financing services include:
    • Equipment leasing and financing
    • Private banking
    • Commercial and asset-based lending
    • Real estate lending
    • Subordinated, mezzanine and other secured lending transactions
    • Legal and business counsel
  • COMMERCIAL REAL ESTATE
    LeClairRyan’s real estate attorneys have extensive knowledge and experience in representing borrowers, developers, owners and financial institutions in all areas of real estate law. We have teams who focus on real estate acquisitions and financing, land use and zoning, and real estate litigation. Our attorneys are recognized by their peers as leaders in their respective fields and stay abreast of emerging industry trends as well as developments in real estate laws and regulations. Our business model stresses working closely with our clients to identify their objectives and areas of concern and develop effective, cost-efficient solutions that align with their goals.

    Our real estate services include:
    • Acquisition
    • Sales
    • Financing
    • Land use and zoning
    • Construction and development
    • Eminent domain
    • Historic preservation
    • Litigation
    • Community associations and condominiums
    • Public and private partnerships
  • COMMUNITY ASSOCIATIONS
    The legal challenges associated with forming, registering, operating and managing effective community associations are manifold, touching upon many aspects of the law. Through the depth and breadth of their collective experience, the veteran attorneys in our Community Associations Industry team help our clients navigate this complex territory with absolute confidence.

    We routinely help our clients take strategically and legally sound approaches to managing condominiums, resort and timeshare developments, community associations and residential and commercial planned communities of all types and sizes. Our interdisciplinary practice group is grounded in all aspects of community association law and business, including association operations, governance, management, bylaw enforcement and collection policies.
  • CONSTRUCTION LAW
    LeClairRyan’s construction attorneys possess the legal knowledge and practical experience necessary to manage successfully the challenges that arise throughout the construction process. We combine our understanding of the practical aspects of construction with our familiarity with construction law to help our clients achieve their business objectives, while minimizing risk, difficulties and expense. Our legally sound and sensible approach to construction disputes has led to LeClairRyan’s growth and prominence in the area of construction law.

    In the hospitality and tourism arena, we regularly assist businesses with the contract review and formation process related to a full spectrum of construction projects. Our other risk management services include pre-bid risk analysis, project delivery method selection, contract negotiations and drafting, and insurance issues.
  • CORPORATE SERVICES
    LeClairRyan’s corporate attorneys offer a variety of legal services designed to foster the growth and development of our hospitality and tourism clients, including:
    • Initial and secondary public offerings
    • Private placements
    • Venture capital finance
    • Public finance
    • Convertible and straight debt offerings
    • Common and preferred stock offerings
    • Debt and equity financings
    • Issuance of revenue bonds and tax-exempt bonds
    • SEC compliance and reporting
    • Mergers, acquisitions and divestitures
    • Management buyouts
    • Real estate syndications
    • Sale-leaseback arrangements
    • International joint ventures
    • Corporate governance
    • General corporate and partnership law
    • Federal and state securities regulation
  • ENVIRONMENTAL SERVICES (FEDERAL, STATE AND LOCAL)
    LeClairRyan’s environmental law attorneys represent hospitality and tourism clients in all aspects of environmental permitting, compliance, transactional due diligence and dispute resolution.

    Our services include:
    • Regulatory compliance
    • Defense of cost-recovery actions
    • Prosecution to recover cleanup costs from responsible parties
    • Transactional matters that implicate environmental concerns and regulations
    • Environmental due diligence in the sale or acquisition of businesses and business assets
    • Federal and state environmental reporting requirements
    • Environmental permitting
    • U.S. Environmental Protection Agency multimedia audits
    • Toxic tort actions
  • FRANCHISE LAW
    LeClairRyan’s Franchise Industry team is comprised of talented and respected attorneys who possess a wealth of experience resolving the full spectrum of issues that often arise in the franchise and distribution industry. We understand the business needs of franchisors and franchisees and how to manage that dynamic relationship as well as the unique considerations that come into play in dealer and distribution systems. Regardless of the matter at hand, we are singularly focused on delivering business solutions – not just legal strategies – for our franchise and distribution clients.

    Our attorneys have successfully represented franchisors, franchisees, dealers and distributors in litigations in federal and state courts across the nation as well as in alternative dispute resolution proceedings. With a client list as diverse as the franchise industry itself, our team consistently achieves maximum strategic advantages for our clients.

    Our distinctive strengths include:
    • Franchise development and disclosure document preparation
    • Franchise registrations and regulatory filings
    • Franchise licensing applications and transfers (international, federal and state)
    • Franchise-related agreement negotiation
    • Franchise corporate transactions
    • Franchisee and franchisor relationships and termination issues
    • Intellectual property rights, including trademark registrations
    • State and federal regulatory compliance
    • Regulatory investigations
    • Financing and workouts
    • Bankruptcy issues
    • Mergers and acquisitions
    • Operational issues
    • Labor and employment issues
    • Federal Corrupt Practices Act (FCPA) counseling, training and policy revision
    • Antitrust matters
    • Breach of contract, encroachment and non-compete disputes
    • Leasing, real estate and zoning matters
    • Leasing issues related to airports
    • Buying and selling of multiple units
    • New product development, distribution strategies and product recall
    • Issues related to the manufacturing, licensing, taxation, labeling, advertising, marketing, distribution and sale of wine, beer, liquor and non-alcoholic beverages
    • Equipment leasing
  • INSURANCE
    LeClairRyan’s Insurance Industry team is truly multidisciplinary, representing businesses and individuals across a variety of industries – from aviation to wireless telecommunications – and everything in between. We also understand the insurance industry from an insider’s perspective, as our team includes a chartered property casualty underwriter and a licensed property and casualty insurance broker. Several of our team members also serve as national counsel to insurance companies. In addition, another team member serves as monitoring counsel for professional liability and healthcare claims for specialty program insurance underwritten in the London insurance market.

    We craft cost-effective solutions best suited to our client’s business and legal needs, whether it entails litigating through trial, reaching an agreement through arbitration, or resolving a matter before trial. Not only are our attorneys skilled litigators, we also have several team members who are certified as arbitrators and mediators. Whether we are trying a case or resolving a matter through alternative dispute resolution, we carefully consider our client’s business goals and future success when shaping and implementing a legal strategy.

    Our distinctive strengths include:

    Litigation
    • First- and third-party claims disputes
    • Professional liability defense
    • Employment practices liability
    • Directors and officers liability
    • Fiduciary liability
    • Cyberliability
    • Technology and other electronic breaches
    • Toxic torts (including asbestos, benzene and mold)
    • Catastrophic personal injury defense
    • Wrongful death defense
    • Products liability
    • Comprehensive general liability
    • Subrogation
    • Unfair insurance practices
    • Life and disability policies
    • Bad faith claims
    • Defamation
    • Workers’ compensation defense
    • Transportation claims
    • Construction defect claims

    Transactional / Advisory
    • Employment-related insurance coverage
    • Directors and officers policies
    • General liability coverage
    • Habitational coverage
    • Surety and bonding
    • Indemnification
    • Excess liability claims
    • Reinsurance
    • Fraud
    • Risk management
    • Uninsured and underinsured motorist benefits
    • Estate planning
    • Personal investment transactions
  • INTELLECTUAL PROPERTY PROTECTION
    • Media, social networking and internet-related advice and counseling, including privacy, immunity, data breaches, web-based agreements and First Amendment-related advice and litigation
    • Information technology and telecommunications outsourcing agreements
    • Trademark clearance, prosecution and licensing
    • Managing trademark portfolios
    • Trademark infringement litigation
    • Copyright registration, licensing and counseling
    • Managing copyright portfolios
    • Copyright infringement litigation
    • Preparing and prosecuting patent applications
    • Managing patent portfolios 
    • Ptent infringement litigation
    • Post-issuance patent practice, including patent interferences, reexaminations, reissues and oppositions, with such proceedings taking place separately, together or in conjunction with litigation
    • Trade secrets counseling
    • Trade secrets litigation involving creation, protection and misappropriation
    • Inventorship evaluations, opinions and litigation
    • Intellectual property counseling, opinions and strategy services
    • Litigation of patent, copyright, trademark, trade secret, and licensing and technology contract disputes nationally and internationally
    • International patent prosecution and patent enforcement
    • Intellectual property audits and due diligence
    • Drafting and negotiation of intellectual property licenses and technology agreements, including joint venture and technology transfer agreements
    • Acquisition of information technology and telecommunications products and services
    • Licensing of software, cloud computing applications and platforms
  • LABOR AND EMPLOYMENT
    LeClairRyan attorneys possess the knowledge and experience necessary to help hospitality and tourism interests navigate the myriad of labor and employment issues they face on a daily basis.

    Our distinctive strengths include:
    • Employment agreements and severance agreements
    • Compensation and benefits
    • Contract negotiation and collective bargaining
    • Representation of employers in wrongful discharge actions
    • Preparation of employee handbooks and policies
    • Federal and state regulatory compliance
    • Independent contractor vs. employee matters
    • Employee complaints
    • Investigations
    • Alternative dispute resolution
    • Litigation
  • LITIGATION
    LeClairRyan’s deep bench of veteran litigators provides hospitality and tourism clients with legal counsel and representation in a spectrum of matters, including the defense of claims related to:
    • Antitrust claims
    • Business fraud
    • Conspiracy
    • Tortious interference with contract
    • Breach of fiduciary duty
    • Unfair competition claims
    • Contract and covenant not-to-compete claims
    • Corporate dissolutions
    • Shareholder disputes and corporate control cases
    • Defamation
    • Intellectual property disputes
    • Statutory claims
  • MANUFACTURING
    While much has been made of manufacturing’s decline in the U.S. over the past 50 years, the industry remains an important part of the overall economy, contributing almost $2 trillion to the country’s gross domestic product annually. A diverse, far-flung, and in some cases highly regulated industry, manufacturing faces a wide range of legal issues. Attorneys on LeClairRyan’s Manufacturing Industry team have the experience, knowledge, skill sets, and resources needed to help industry participants meet their legal challenges.

    A major issue for companies in some sectors of manufacturing, particularly automotive, is dealing with alleged product defects, malfunctions or failures. Engagements in this venue often are highly-charged emotional affairs, with plaintiff attorneys making overreaching promises and litigants seeking to mitigate loss through restitution. Prompt investigation, thorough research and analysis, and an overarching familiarity with all aspects of the case are the critical elements of a legal defense team in these cases, and those are exactly the areas in which veteran attorneys on our Manufacturing Industry team excel. We stay consistently focused on the best interests of our clients, working tirelessly to achieve an equitable, cost-efficient solution in every case. When settlement is warranted but resisted, our reputation of taking cases to trial and winning often provides the needed motivation to achieve an out-of-court resolution.

    Consolidation has been a notable trend in the manufacturing industry for many years, and our attorneys have extensive legal and business experience helping clients buy, sell and merge companies. We represent domestic and international buyers and sellers – both public and private – in a broad range of transactions, including mergers, stock or asset purchases, and leveraged buyouts. LeClairRyan has been recognized as one of the top corporate and mergers and acquisitions law firms by two leading business law publications. Additionally, our Manufacturing Industry team includes seasoned business attorneys who partner with emerging companies in all phases of the business lifecycle, from formation and initial capitalization through growth and, ultimately, exit strategy.
  • MERGERS AND ACQUISITIONS
    LeClairRyan represents domestic and international buyers and sellers, both public and private, in a broad range of transactions encompassing virtually all industry groups, including hospitality and tourism, healthcare, banking and financial services, manufacturing, retailing, utilities, service-based companies and technology firms.

    Our approach to client representation is team-oriented and draws on the extensive and diverse experience of our attorneys in other practice areas at LeClairRyan when needed. Our deep bench includes attorneys who focus on securities, tax issues, real estate law, employee benefits, labor and employment law and regulations, bankruptcy proceedings, international trade, intellectual property rights, environmental law and administrative law.

    Our distinctive healthcare merger, acquisition and divesture strengths include:
    • Purchase and sale of businesses
    • Formation of businesses
    • Stockholder agreements, including buy-sell agreements
    • Succession planning
    • Joint ventures
    • Taxable and tax exempt capital, debt and lease financing
    • Real estate leases, acquisitions and sales

    In all our buying, selling and merger engagements with clients, we work closely with management from start to finish, and we assist in all aspects of the transaction. Our services include:
    • Making client introductions to potential service providers, investment bankers, lenders and other strategic partners
    • Providing advice on and developing transaction structures that best align with the client’s business objectives
    • Drafting and negotiating transaction terms, letters of intent and all transaction documents
    • Assisting in due diligence investigations and advising on any substantive issues that might arise in the course of such investigations
    • Closing the transaction
    • Performing various functions related to the transaction subsequent to the closing, including completion of all required federal, state and local government filings
    • Providing ongoing advice after the closing on operational matters (for buyers) and tax and estate-planning strategies (for sellers)
  • POLITICAL CONTRIBUTIONS
    Democracy is a full-time regulated industry. Virtually every action taken to engage the political process is open to legal regulation or scrutiny. Experienced counsel is an important member of a corporation’s or political organization’s team to ensure political activity is legal. Due to our varied experiences, LeClairRyan’s Election Law & Campaign Finance attorneys are equipped to assist politically active citizens and organizations in complying with the tremendous number of laws and regulations restricting political activity in the U.S.

    Attorneys in this practice area advise corporations, trade associations, non-profit organizations, political action committees, candidates and public officials, issue advocacy groups (including “527 organizations”) and other political committees on compliance with:
    • The Federal Election Campaign Act, the Bipartisan Campaign Reform Act (BCRA or “McCain-Feingold”), and Federal Election Commission regulations
    • Internal Revenue Service regulations related to lobbying, electioneering activity and political advocacy
    • Federal and state ethics and lobbying regulations
    • MSRB-37 Restrictions on Municipal Finance Broker-Dealers
    • State campaign finance disclosure laws
    • Election administration, recounts and contests
  • RETAIL
    The attorneys on LeClairRyan’s Retail Industry team use a multidisciplinary approach, have extensive experience representing retail and restaurant clients of all types and sizes, and have represented both landlords and tenants. Our attorneys routinely counsel clients in connection with specialty leasing and financing arrangements such as ground leases, sale-leasebacks and lease-option arrangements, and they are familiar with the full range of issues involved in the unwinding of leases, including early termination planning and negotiation as well as the restructuring of documentation.

    Our Retail Industry team creates retail leasing forms for a myriad of clients and routinely handles the assignments and subleases of multiple leaseholds in connection with corporate transfers. We also negotiate and draft retail leases on behalf of clients such as national mall REITs; local and regional developers of grocery-anchored shopping centers; and other owners, developers and users of retail real estate.

    As a result of their breadth of experience, our retail attorneys are able to assist clients with the likes of landlord-tenant litigation, subordination, non-disturbance and attornment agreements, estoppel certificates and property management agreements. We help clients find practical solutions to the often difficult and complex problems that can arise in the retail industry, in part by working closely with our colleagues in the firm’s bankruptcy, tax, corporate and securities, environmental, government relations and construction practices.
  • RISK MANAGEMENT
    LeClairRyan has specific experience representing players in the hospitality and tourism industry in premises liability matters. LeClairRyan has counseled ski resorts in litigation and represented all types of property owners and operators in premises liability and habitation cases ranging from straight forward slip-and-falls on snow and ice to complicated premises accidents involving multiple defendants with various roles and relationships. We are adept at identifying our client’s specific role with regard to the premises or facility and gathering applicable contracts, leases and insurance documents. We involve all necessary parties and gain clarity on defense, indemnification and insurance issues and relationships.

    Our representations have included the defense of the property owner in one of the most deadly nursing home fires (16 deaths) in U.S. history. We also serve as counsel for several major retailers and shopping center owners/operators with regard to premises litigation and other issues.
  • TAXATION (FEDERAL, STATE AND LOCAL)
    Our attorneys are well versed in the taxations issues applicable to profit and not-for-profit businesses. We frequently advise our hospitality and tourism clients in matters related to the following:
    • Business entity structures and transactions
    • Intermediate sanctions compliance
    • Tax-exempt bond financings
    • Tax-exempt equipment lease/purchase financing transactions
    • Taxation issues related to employee compensation and benefits plans
    • Tax audits, administrative appeals and dispute litigation
    • Local and state compliance and enforcement
    • IRS compliance and enforcement
    • Traditional 501(c)(3) private activity bond financings
    • Formation of not-for-profit and tax-exempt entities
  • TRANSPORTATION
    As a preferred choice for legal representation and business counsel irrespective of geography, the veteran lawyers on LeClairRyan’s Trucking and Transportation Industry team are skilled trial counsel and recognized leaders for their depth of knowledge in the spectrum of legal issues our transportation clients face every day.

    We represent national, regional and local motor carriers, logistics providers, freightliners, trucking manufacturers and product distributors as well as their insurers in litigation arising from incidents involving personal injuries, wrongful death, property damage, cargo and freight claims, business interruption and products liability. We also serve as national coordinating counsel for commercial motor carriers, represent the insureds of Canada’s largest trucking insurance firm, and provide criminal representation for traffic offenses.

    Our team consistently tries cases to verdict and achieves favorable and quantifiable results for our clients, even when confronted with the most difficult circumstances and severe time constraints. We also appreciate the vastly different circumstances – from human error to product inadequacy – that transportation matters typically involve.
  • VENTURE CAPITAL
    LeClairRyan Venture Capital attorneys advise companies seeking private investment capital on all aspects of venture and angel capital financing transactions. LeClairRyan was initially formed as a venture capital boutique law firm, and our attorneys have significant and long-standing ties to the venture capital, angel and business communities. Attorneys in this practice hold leadership positions in venture capital-oriented organizations such as the Richmond Venture Forum, the Charlottesville Venture Group, the NewVA Technology Corridor Technology Council and VABio, among others, and collectively have closed hundreds of venture and angel capital transactions for companies and investors.

    Our venture capital services include:
    • Entity formation/conversion and related tax advice
    • Coaching and positioning companies for investment by institutional venture capital providers or angel investors, including advice concerning the most advantageous capital structure and form of entity; reviewing business plans; refining business models; preparation for due diligence; employment and loyalty agreements for key employees; designing stock option and other incentive compensation arrangements; and identifying and protecting intellectual property
    • Strategic introductions to venture capitalists, angel investors, investment bankers, accountants, and other service providers
    • Advising officers, directors and managers regarding fiduciary duties and other corporate governance matters in the context of a private equity transaction
    • Structuring offering terms for equity and debt investments, including advice regarding tax and federal and state securities issues
    • Negotiating, preparing, and reviewing all documents associated with venture capital investments, including term sheets, offering memoranda, subscription and purchase agreements, registration rights agreements, investors’ rights agreements, buy-sell and shareholder agreements, operating agreements, preferred equity terms, and bridge loans
    • Assisting in the due diligence process and advising on substantive issues that arise in due diligence, including, but not limited to, franchise, licensing, tax, securities, intellectual property, litigation, employment and employee benefits matters
    • Advice in connection with such pre-closing and post-closing issues as executive employment agreements, corporate governance, conflicts of interest, protection of intellectual property, non-competes and incentive compensation arrangements, including stock options, restricted stock, phantom equity and bonus arrangements
    • Advice in connection with the structuring and timing of “liquidity events,” including company sales, mergers, initial public offerings, ESOPs and partial sale transactions

Contact

  • Industry Team Co-Leader
    617.502.8205
  • Industry Team Co-Leader
    757.941.2801
  • Industry Team Co-Leader
    757.941.2821