Corporate Law

Cohen Mohr LLP provides corporate advice and counsel to corporations, partnerships, limited liability companies, investment banking firms, and boards of directors. The firm has particular expertise in the areas of:

• business formation and capitalization
• corporate governance and business operations
• commercial contracts and corporate transactions
• mergers & acquisitions
• corporate finance
• regulatory compliance
• business litigation and dispute resolution
• federal & state securities law issues

BUSINESS FORMATION

Cohen Mohr regularly counsels clients on issues relating to business formation and capitalization. The firm serves as outside general counsel to small-to-midsized clients with a need for corporate legal advice as they establish the infrastructure for future business operations.

The firm has particular expertise in the formation of new business entities, including the identification of corporate structure appropriate for a client’s plans and circumstances, the creation of corporate documentation, and the capitalization of early business operations.

Corporate Structure. The firm helps clients determine the most appropriate structure under which an entity will operate – whether a corporation (S Corporation or C Corporation), a partnership (limited or general), or a limited liability company.

Documentation. We help clients prepare necessary corporate documentation, including:

• articles of incorporation
• articles of organization
• by-laws and operating agreements
• shareholder agreements
• first options to purchase
• minutes and resolutions
• stock purchase and sale agreements

Corporate Finance. Helping clients identify and evaluate capitalization strategies is a regular part of our practice. We have worked with clients to obtain venture capital and seed financings and to assess and protect our clients’ immediate and long-term interests and assets. Our experience allows us to continue to help clients identify appropriate financing strategies at every stage of organizational growth, including:

• venture capital and seed financings
• private placement transactions
• public offerings of debt and equity
• bank financings and institutional investments

CORPORATE GOVERNANCE & BUSINESS OPERATIONS

The firm counsels both organizations and individuals with respect to ongoing or critical issues associated with corporate governance and business operations. Clients call on us for help with issues relating to:

• fiduciary duties and corporate management
• reporting and record-keeping
• employment policy counseling
• regulatory compliance

COMMERCIAL CONTRACTS & CORPORATE TRANSACTIONS

Members of our corporate practice are senior transactional lawyers who have helped clients successfully plan for and negotiate commercial contracts and corporate transactions of all kinds, including:

• employment contracts
• licensing agreements
• intellectual property transactions
• business and asset acquisitions
• management buyouts and corporate restructurings
• International transactions and arbitration

GROWTH & EXIT STRATEGIES

Clients call upon us for assistance with critical growth and exit strategies, including:

• business combinations, joint ventures and alliances
• mergers and acquisitions
• divestitures and exit strategies

Cohen Mohr provides merger and acquisition assistance at every stage, from planning strategic considerations involved in structuring and financing transactions to negotiating effectively to take full advantage of the business opportunities presented. The firm works with companies and their directors to formulate and implement an acquisition strategy, respond to acquisition invitations of other bidders, or structure strategic joint ventures involving multiple parties and lines of business.

Our merger and acquisition practice includes:

• structuring the sale or purchase of a company
• negotiating favorable terms and conditions
• assigning or novating contracts, including federal, state, and local government contracts
• conducting due diligence, particularly in areas involving intellectual property or government contracts

On behalf of our clients, we regularly prepare the full range of documentation required in mergers and acquisitions, including:

• Non-Disclosure Agreements
• Letters of Intent
• Asset Purchase and Sale Agreements
• Stock Purchase and Sale Agreements
• Plans of Merger
• Escrow Agreements
• Non-Competition Agreements