Streamlined Guidance for a Variety of Corporate Matters
Public and private companies and nonprofits of all sizes must manage a litany of corporate matters as they strive to operate profitably and efficiently—from initial formation to commercial agreements to various types of joint ventures and alliances.
Saul Ewing’s Corporate attorneys represent businesses and nonprofit entities in a wide array of general corporate matters, including:
- Forming businesses and preparing partnership agreements, bylaws, and LLC operating agreements; and advising on the tax implications of each
- Preparing shareholder, voting and other agreements between business owners
- Advising on financing transactions, such as equity issuances, debt transactions and business recapitalizations
- Drafting, reviewing and negotiating commercial contracts covering matters such as information technology acquisition, software licensing, software as a service, the purchase and sale of goods, procurement and provision of services, sales agency and distributorship, consulting and other professional services, employment, and outsourcing
- Advising on the legal and operational requirements of government contracts and state and federal grants across a spectrum of contract/grant types involving a wide variety of items, services and agencies across the U.S.
- Advising on joint ventures and strategic alliances
- Assisting with business succession planning for the transfer of ownership of a private or family-owned business whether from one generation to the next or by sale
Our attorneys have particular strength counseling on general corporate matters for clients in the information technology, manufacturing, pharmaceuticals, health care, life sciences, higher education, food and beverage, retail, real estate, insurance, and medical cannabis industries. For example, we have handled multiple joint ventures for developers and investors in commercial real estate projects and for licensed entities and investors in medical cannabis businesses. In addition, our team has reviewed and negotiated hundreds of product sales agreements for manufacturing companies.
Our Corporate team regularly collaborates with attorneys in complementary practices—such as Tax, Employee Benefits and Executive Compensation, Cybersecurity and Privacy, Intellectual Property, Real Estate, Labor and Employment, Health Care, and Litigation—when related matters arise to provide our clients with efficient and streamlined support.
Saul Ewing attorneys advised on these select general corporate representations:
- A global manufacturer of specialty chemicals and other advanced materials in the review and negotiation of agreements of sale for industrial and automotive catalysts, refined platinum-group metals, and related manufactured products.
- A specialty pharmaceutical company in connection with the negotiation of master services and project agreements for a contract sales organization (CSO) to market a newly approved drug in the U.S. and subsequent onboarding of its sales force.
- A global pharmaceutical company in negotiating and drafting master services and project agreements for CSO and outsourced customer service programs employing more than 1,500 persons.
- A provider of specialty home infusion services in licensure, certificate of need and regulatory compliance matters nationwide.
- A global manufacturer of specialty chemicals and other advanced materials in the review and negotiation of agreements for provision of process diagnostic and chemical tracer services to oil and gas production and refining companies.
- A major university and academic medical center in negotiating hundreds of equipment, software and services procurement contracts.
- A university and affiliated health system in a variety of health care information technology agreements valued at six or seven figures and the renegotiation of a multi-facility contract for outsourced environmental services valued in excess of $100 million.
- A global pharmaceutical company in multiple negotiations for advertising, public relations, digital media and medical communications services, each valued in excess of $10 million.
- A state university in numerous technology acquisition, licensing, financial services and general procurement matters, including negotiations for its primary offsite data center, licensing of admissions software delivered as software-as-a-service (SaaS), and licensing of electronic medical record software for its physical therapy clinic.
- A global pharmaceutical company in a variety of information technology licensing and acquisition agreements, including regulated systems involved in the manufacturing and compliance functions.
- A real estate development firm in a joint venture with a hotel development property in Maryland.
- A joint venture applying for medical cannabis grower, processor, and dispensary licenses in Maryland on application requirements, content and strategies.
- A cannabis operator in negotiating a joint venture agreement with a licensee in Florida.
- A private college in the U.S. in a joint venture with a Fortune 500 company and a foreign governmental entity to develop an overseas campus.
- A global power company in the formation of a $1 billion global, solar-power joint venture with a private equity firm
- A real estate developer in the acquisition, financing and joint venture equity agreement for a $65 million portfolio of eight office buildings containing 620,000 square feet of space in Connecticut.
- A Fortune 100 company in the formation and financing of a private charter and aircraft management company.
- A NYSE-traded chemical company in the formation of an independent operating joint venture of petrochemical operations.
- A family office in the purchase of preferred stock and the recapitalization of an online workplace company.
- A Greek restaurant chain in its reorganization and recapitalization in regards to the roll out of a local, national and international Greek restaurant chain.
- An IT services provider in its recapitalization transaction with a private investment firm as the lead investor and a private equity investment firm as the selling owner. Senior debt was also provided by a large financial services company and by a commercial lender.
- A private equity firm in the recapitalization of a health care claim settlement solutions provider.
- A Fortune 500 global energy company in the $1 billion recapitalization of its global solar business with a leading private equity sponsor.
- The buyer in connection with a $55 million stock purchase agreement of a company providing security services to the federal government.
- The seller in connection with the sale of an ESOP-owned company providing professional services in support of public health research primarily to federal government agencies.
- Insurance companies in connection with the issuance of representation and warranty insurance policies in connection with the purchase of government contractors.
- Joint venture members in connection with drafting and negotiating joint venture agreements for bidding and performing federal government contracts, including agreements that comply with the Small Business Administration mentor-protégé program.
- Two publically traded government contractor companies, as lead in-house acquisition counsel, for more than 25 acquisitions and divestitures, including negotiating agreements and conducting due diligence, with purchase prices ranging from $20 million to more than $400 million.