Corporate Practice Group

Our Corporate Practice Group attorneys help businesses throughout every stage of their growth.  We begin by forming the entity, then build its resources through debt and equity financings.  When the timing is optimal and advantageous for our clients, we implement an exit strategy—skillfully guiding clients through the negotiation and sale of their most precious asset.  Due to the close-knit nature of our firm, our corporate attorneys can easily consult with the Litigation, Labor and Employment and Real Estate practice groups on specialized issues, for a truly multi-disciplinary perspective.  Our general corporate capabilities include:

• Guidance and formation of business entities (partnerships, limited liability companies, S and C corporations);
• Drafting and negotiating all types of contracts utilized by the business;
• Advising and protecting intellectual property rights such as trademarks and other proprietary information;
• Anticipation and troubleshooting of operational and regulatory issues;
• Board advisement and consultation on other corporate governance matters;
• Private placements and other exempt securities offerings; and
• Acquisition or sale of business through stock or asset sale or merger transaction.

Complex Commercial Transactions and Licensing

Our attorneys are highly skilled in structuring, drafting and negotiating complex commercial transactions in an array of industries.  These fields include consumer products such as manufacturing, cosmetics, electronics, food products, healthcare and biotechnology.  No legal issue or problem is too complicated for our team.  Below is a small sampling of the types of corporate issues we handle:

• Transition and other long-term services agreements;
• Manufacturing and supply agreements (including OEM and ODM);
• Reselling and distribution contracts (including VARs);
• Software and hardware acquisition and licensing (including SAAS, SLAs and support services);
• Development, joint venture and collaboration agreements;
• Marketing and co-promotion arrangements;
• Outsourced services contracts and consultancy arrangements; and
• Patent and trademark acquisition and licensing agreements.

Representative Matters

• Represented licensor in connection with merchandising license agreement for use of images, artwork, characters and other elements from a motion picture in connection with cosmetic packaging.

• Represented licensor in connection with an exclusive license and supply agreement for unique cosmetic components, including minimum purchase requirements for the licensee with the licensor retaining the exclusive right to supply the licensed products.

• Drafted template two-way supply contract representing supplier of component parts to a manufacturer who subsequently sells finished goods back to the supplier.

• Represented supplier in an exclusive supply agreement pursuant to which supplier provided all of buyer’s requirements for an entire custom product line.

• Represented the organizer of the first Vapor Expo in Central Florida by drafting legal terms and conditions for vendors desirous of exhibiting their goods at the Expo.

• Drafted independent contractor commission agreement on behalf of insurance agency to present to its agents, including complex commission splits, a buy-out option and residual payments upon termination without buy-out.

• Represented buyer in connection with a complex private-label manufacturing agreement in which the buyer consigned certain components to seller for assembly into finished goods for sale to buyer under its own branding while concurrently buyer would also sell certain components to seller for assembly into seller’s own branded product.

• Represented acquirer of certain trademarks, including drafting several consulting agreements with the sellers of the trademarks, reversion rights upon abandonment of the product line using the trademarks and right to share in proceeds of any sale of the product line.

• Represented U.S. licensee in connection with an exclusive development agreement with a German supplier of a unique “soft solid material” relating to development of new applications for the material.