Richard B. Carroll
Rick Carroll advises domestic companies and international clients with business interests in the United States on a variety of transactions and corporate governance matters, including mergers, and acquisitions, stock purchases, asset sales, conversions and domestications, and dissolutions. In addition to counseling clients in connection with complex transactions, he frequently provides legal opinions on corporate and alternative entity matters.
Rick has extensive experience in providing legal opinions on behalf of corporations, limited liability companies (LLCs) and limited partnerships in transactions involving real estate, investment funds, joint ventures and structured finance. He often provides opinions relating to the Uniform Commercial Code as well as surplus opinions in connection with stock dividends and repurchases.
International Business and Complex Commercial Transactions
Rick provides advice to international clients seeking to structure their holdings in the United States, as well as counsels such clients in transactional and regulatory matters and other issues affecting their business interests.
He often acts as local Delaware counsel on complex commercial transactions for clients located throughout the United States and in foreign countries.
General Corporate and Alternative Entity Practice
Rick handles general corporate and alternative entity matters, including providing advice as to mergers and acquisitions, asset sales, stock purchases, conversions and domestications, and dissolutions.
Rick advises boards of directors and investors on fiduciary duty and governance matters.
He has significant experience in matters relating to the structuring of corporations and alternative entities, including LLCs and series LLCs and both limited and general partnerships, as well as public benefit and non-profit entities. Rick drafts limited liability company agreements, partnership agreements, bylaws, stockholders agreements and related documents.
Rick serves as Delaware trustee for many Delaware statutory trusts and advises trusts and trustees on matters relating to the Delaware Statutory Trust Act.
Rick acts as general counsel to many companies around the world, where he provides day-to-day counsel and advice on corporate governance issues, business disputes, commercial matters and the negotiation of third-party contracts.
Start-Ups and Entrepreneurship
Rick assists entrepreneurs and start-up companies in a variety of matters, including the preparation of organizational documents and operating agreements, the negotiation of preferred stock investments, series funding rounds and vendor contracts, and in employment matters.