Finance
- We represent borrowers, domestic and international banks, financial institutions, investment funds, and equipment leasing companies in a broad range of financing transactions, including:
- Asset-Based Lending
- Revolving Facilities
- Term Loans
- Warehouse Loans
- Bridge Loans
- Venture Loans
- Second Lien Loans
- Equipment Lending and Leasing
- Factoring
- Syndications
- Our lending experience covers many industries, including solar, construction, real estate, services, healthcare, maritime, and consumer.
- We frequently represent borrowers in lending transactions, including warehouse loans, venture debt, revolvers and term loans, convertible notes, and asset-based lending structures. For borrowers, we assist with due diligence, review and negotiate the loan documents and other transaction documents, draft corporate resolutions, and provide legal opinions as appropriate for the transaction, including corporate opinions, security opinions, true sale opinions and non-consolidation opinions.
- We frequently provide an internal review of loans and syndications for banks to ensure that final documentation meets underwriting guidelines.
- We have particular expertise in international transactions involving lenders, borrowers, guarantors, and intermediaries located in different countries, or assets of the borrower located in different countries.
Corporate
- We represent public and private companies in a range of commercial transactions, from formation, through the growth stage, to exit by sale to a third party.
- At formation or incorporation, the firm counsels the company on choice of entity, funding, governance, shareholder issues, intellectual property issues, employment matters, and other startup matters.
- The firm advises non-US companies in connection with setting up a US subsidiary when entering the US market for the first time, including choice of entity and tax issues.
- We often draft and negotiate significant vendor and customer contracts, domestic and international, and assist with contract disputes, employment matters, and intellectual property protection.
- We often advise in resolution of shareholder disputes in private companies.
- We are often engaged to advise on specific transactions, such as an investment, joint venture, partnership arrangements, stock redemptions, or corporate reorganizations, or for other day-to-day matters, including:
- Contracts
- Corporate Governance
- Investments
- Shareholder Matters
- Fiduciary Obligations of Officers and Directors
- Federal and State Securities Laws Compliance
- Employment
- Intellectual Property
- Day-to-day outside counsel work.
Mergers & Acquisitions (M&A)
Introduction
- A transaction to sell a business to an investment fund or other financial buyer, or a purchaser in a related industry (a strategic buyer), is one of the most significant transactions a company may face and one which is outside its normal business activities. Early issues that arise include:
- How has the purchase price been determined?
- How will the purchase price received by the seller be treated for tax purposes, at lower capital gains rates or higher ordinary income rates?
- How do you structure payments where payment of part of the purchase price is dependent on future performance (an earnout)?
- What recourse will the buyers have against the seller after the closing, and is such liability capped?
- If the sellers continue as employees of the buyer, what happens if the buyer is later sold (a change of control) or the employee is terminated?
- We assist sellers in considering these and many other issues in the structuring, negotiating, and closing of the acquisition transaction.
- We also assist strategic and other buyers in acquisition transactions, dealing with the structure of the transaction, due diligence, liability, employment, and issues of particular importance to the buyer and its industry.
- We sometimes represent the management team separately in the transaction, addressing issues of importance to management such as employment agreements, compensation, restrictive covenants, and tax issues.
Cross-Border M&A
- In today’s increasingly global business environment, business often functions across borders. The buyer and the seller may be located in different countries, or one of the parties may have operations in different countries.
- International M&A transactions (or cross-border M&A) raise a host of issues and complications:
- Cultural differences in the approach to managing the company, employees, compensation, stock options, or even the manner of communicating
- Foreign regulatory requirements (e.g. antitrust) may be different to US regulatory requirements, or the deal may be subject to review by the Committee on Foreign Investment in the United States (“CFIUS”).
- Choice of law considerations
- Understanding non-US intellectual property law
- We assist sellers and buyers in cross-border M&A transactions to identify these issues early on, assess their impact on the deal, and make sure that appropriate advisers are engaged where required.
Cost-Effective Approach
- As a boutique M&A firm, we bring the large law firm experience to deliver quality legal services in a cost-effective manner to the middle market.
- We also access, when requested by clients, our network of boutique firms with attorneys with similar large law firm experience in tax, employment, intellectual property, and other areas, as the transaction requires.
- The result is a team of highly experienced attorneys that can deliver results in a more cost-effective manner than other much larger law firms that is often well-suited to middle market (and lower middle market) transactions.
Industries
Our M&A activity encompasses transactions of varying sizes in the middle market, and typically covers manufacturing, healthcare, technology, software, consumer, and transportation industries.
Startups
- We partner with you to understand your goals, learn about your business, and provide ongoing communication with the same team throughout the representation, from the initial incorporation through investment, legal strategy, growth, and exit.
- There are many issues for startups to consider, which if addressed properly at inception, can avoid issues down the road. These include:
- considering the appropriate form of entity for the startup, which may be influenced by whether it intends to seek venture funding
- a financing plan, including that the startup has adequate capital at each stage
- issuing stock
- helping to manage the cap table
- hiring employees and independent contractors
- setting up appropriate stock and option incentive plans
- considering the appropriate forms of protection for intellectual property
- ensuring that vendor relationships, partnerships, joint ventures, and customer contracts are appropriately documented
- regulatory issues
- providing legal guidance on commercial decisions
- We understand the economic constraints faced by startup companies and work with entrepreneurs on various alternative fee arrangements that may be appropriate in different situations.
- Our work for startups includes:
- Entity Formation
- Capital Structure
- Founders Agreements
- Shareholder and Investor Issues
- Equity Incentive Plans
- Seed Funding, Convertible Notes and SAFEs
- Series A and later financing rounds
- Intellectual Property
- Employment
- M&A
- SaaS Agreements
- Vendor Contracts
- Partnership Contracts
- Data Privacy
General Counsel
- It is sometimes more economic to outsource general counsel services on an as-needed basis rather than to incur the costs of a full-time inhouse general counsel.
- Companies that use outsourced general counsel have generally progressed beyond the startup phase, but have not yet reached the stage of growth where a full-time general counsel is justified.
- Outside general counsel work offers:
- an independent legal view of the business to identify compliance and other legal issues early
- input on the business plan and growth
- Our outside general counsel services include:
- Corporate Governance
- Contracts
- Compliance and Regulatory Matters
- Employment
- Financing
- Day-to-Day Legal Affairs
- Strategy for Handling Litigation and Disputes
Search Funds
From 1984 through 2019 at least $1.4 billion of equity capital has been invested in search funds and their acquired companies generating approximately $6.9 billion of equity value for investors and $1.8 billion for entrepreneurs (Stanford Graduate School of Business 2020 Search Fund Study, August 13, 2020). Inspire Business Law Group, PC combines the large law firm experience of its attorneys with the personal attention of a boutique firm to provide efficient and cost-effective representation to search funds and investors in this specialized market.
Our services include:
- Fund Formation
- Preparation of the Private Placement Memorandum
- Preparation of Investor Subscription Documents
- Federal and State Securities Laws Compliance
- Preparation of Non-Disclosure Agreements (“NDAs”) and Letters of Intent (“LOIs”)
- Advising Search Funds and Investors in the acquisition process of the target company through a stock sale or asset sale, including drafting the principal purchase documents
- Providing day-to-day legal advice to acquired companies
- Advising Search Funds and Investors in the eventual exit through a stock sale or asset sale transaction of the acquired company