Business Transactions

Brown Moskowitz & Kallen corporate attorneys provide services to middle market enterprises, emerging growth companies, private investors and experienced entrepreneurs alike across a broad spectrum of business, commercial and transactional matters including formation, capital acquisition, debt financing, commercial transactions, mergers and acquisitions and international transactions.

•  Formation and Organization. Our attorneys assist with choice of entity decisions, organizational matters relating to new business entities, initial capitalization structures, including angel and initial round financing, corporate governance, employee and member/shareholder issues, as well as operational matters. We counsel our clients with respect to control arrangements and related issues including succession planning, through buy-sell arrangements and key personnel retention, through consulting and employment agreements.

• Capital Acquisition. We represent borrowers and lenders (banks, individuals and other financial institutions) in a variety of credit facility transactions including traditional credit based lending, e.g., term loans and lines of credit as well as private equity transactions and project finance.

• Commercial Transactions. BMK attorneys negotiate and prepare agreements relating to business to business, business to consumer and business to government/regulatory transactions. Such agreements include supplier/vendor agreements, distribution agreements, licensing agreements, service agreements, RFPs and related proposals, independent contractor agreements as well as the preparation of master contracting forms of agreement.

• Mergers and Acquisitions. We are fully versed in the “art of the deal” representing buyers, sellers, venture capital firms, private equity firms, investment banks and intermediaries across a wide variety of industries. Beginning with the engagement letter between the investment bank/intermediary and the buyer or seller, through the expression of interest, negotiation process, definitive transaction documents, finance documents, administrative and regulatory approvals and closing, we “quarterback” transactions allowing our clients to remain focused on achieving the objective. We collaborate with our clients’ other professional advisors including accounting, financial, insurance, real estate and tax advisors.

• International Transactions. Many of the BMK corporate attorneys have valuable experience working on international transactions either on behalf of a domestic company conducting business overseas or a foreign entity entering or already conducting business in the United States. As a result, BMK has developed corresponding relationships with foreign professionals (accountants, attorneys, investment bankers, regulatory experts and others) who we utilize on an as-needed basis to assist our clients on transactions requiring “on the ground” expertise. Successfully completing business transactions and negotiating commercial agreements in Europe, the Far East, the Middle East and Latin America, we are familiar with and, more importantly, prepared for the country specific issues that arise in connection with these matters.