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Corporate

"The overall quality is excellent, and their timeliness is very good. I am pleased with the service and the team dynamics." —Chambers USA client review

Overview

Barclay Damon’s Corporate Practice Area provides a vast array of legal and business counseling services in areas that include strategic planning, operations, and evolving business relationships for individuals and privately and publicly held companies.

With over 60 corporate attorneys, our bench includes both former and current board of director-level health care executives, software and venture-capital executives, energy industry talent, construction and project developers, and commercial finance professionals. Our collective experience includes a wide breadth of business transactions ranging from entity structure and formation, day-to-day operational and intra-company issues, and evolving financing needs to acquisitions and divestitures, restructuring, and succession planning.

In addition to having deep, specialized knowledge and hands-on experience in business and corporate law, our corporate attorneys utilize creative and constructive approaches in resolving legal and business issues, teaming with attorneys across practices that include environmental, financial institutions and lending, intellectual property litigation, real estate, regulatory, and tax to deliver the most targeted legal services available.

We represent companies across a wide variety of industries that include project development, emerging technologies, renewable energy (hydro and solar) and traditional energy, health care, higher education, and hospitality.

Our attorneys are not merely traditional vendors of corporate services, but business partners who take the time to understand their clients’ businesses as well as their existing and anticipated future needs. In addition to conventional per-hour billing for services, we work with clients on alternative-fee arrangements based on the unique facts and circumstances at hand.

Supported by the latest technology, Barclay Damon’s corporate attorneys are committed to delivering excellent legal services with the skills and depth necessary to represent our clients efficiently in today’s competitive and fast-changing market. We plan for today’s issues with the flexibility necessary to meet tomorrow’s needs on a pragmatic basis, teaming across practice areas to facilitate the closing of transactions.

Business Formation and Structuring Issues

Our attorneys help S and C-corporations, not-for-profit corporations, partnerships, and limited liability partnerships and companies achieve a competitive edge by establishing a sound initial infrastructure to serve them at start up while supporting their future business operations. We work with them to assess and protect both their immediate and long-term interests and assets, identify and evaluate capitalization strategies, and implement appropriate financing strategies as their business evolves.

Operational and Intra-Company Issues

Members of the Corporate Practice Area are experienced in developing and implementing ethics and compliance programs in light of applicable regulatory requirements and best practices. While we structure shareholder and LLC organizational and operational documents to best avoid intra-company conflicts and issues, our attorneys are experienced at addressing and resolving these problems if they do arise.

Financing Issues

We have significant experience representing clients in variety of financing matters that include angel to subsequent-funding rounds, bank financing, traditional asset-based financing, construction and permanent-project financing, tax-credit financing and related structuring, and venture-capital and seed financing. We have represented a number of VC firms and industry-specialized financing companies in providing financing and acquiring equity positions and have represented business clients in restructuring their existing financing.

Mergers & Acquisitions

Our corporate attorneys regularly represent clients involved in acquisitions, sales, investing, and financing. We guide them through every stage of the strategic-planning process to fully explore all available options, including tax preferential structures, and then effectively negotiate and implement those strategies. Our experience includes asset and equity purchases and sales such as leveraged buy-outs, purchases and sales of divisions and subsidiaries, spin-offs, reorganizations and recapitalizations, joint ventures, and strategic alliances.

Regulatory

We counsel clients in the VC and tax-credit financing, health care, energy, and environmental industries, on compliance, defend their interests through litigation and arbitration, and assist them in consummating complex regulated transactions or transactions involving regulated industries in an innovative, cost-effective, and timely manner.

Contracts and Other Transactional Matters

Whether our clients need advice prior to entering an agreement or after an agreement has been made, we have the experience to guide them through any issues that may arise. We routinely negotiate and draft alliance, asset/stock purchase and sale, consulting, executive employment, licensing, noncompetition, nondisclosure, nonsolicitation, and support and transition agreements using our full understanding of our client's business and objectives. We seek to avoid ambiguities to make transactions easy to implement and to avoid subsequent disputes regarding interpretation. We are experienced in analyzing existing contract content, achieving contract resolutions, and enforcing rights.

Team Members
Representative Experience
  • Represented a specialized dairy transport company in its sale of stock to a large Malaysian trucking firm.

  • Represented an international facilities management company in its acquisition by merger of a janitorial commercial cleaning servicer.

  • Represents an airline software operations start-up in connection with its entity formation, corporate structuring, and $1.25 million series seed raise.

  • Represented a hospitality software business in its $16.6 million sale to a leading provider of software and services.

  • Represents an international supplier of injected molded parts with manufacturing facilities in the United States, Mexico, and China regarding its general corporate and contract requirements.

  • Represents a Canadian distributor of orthotic footwear regarding its US expansion and operations.

  • Represented a manufacturer of air-pollution-control devices for the petroleum refining and marine industries regarding its general contract requirements with companies from Nigeria, Mexico, France, China, and Singapore.

  • Represented multiple practicing neurological-surgeon entrepreneurs and advised them in connection with their respective ventures, including the commercialization, protection, and subsequent monetization and licensing of their medical-tech intellectual property.

  • Represented a purchaser in its acquisition of a packaging supplies and equipment distributor, including negotiating an asset-purchase agreement and ancillary documents, assisting in due diligence, and coordinating and negotiating with debt holders.

  • Represented a national electrical distribution services provider to major festivals, sporting events, concerts, and tradeshows in the $3.46 million sale of its business assets to a DE LLC.

  • Represents a liquor distillery in connection with its entity formation, corporate structuring, and $300,000 series seed raise.

  • Represented an individual in his sale of interest in a car dealership franchise that involved sensitive environmental issues and took over three years to complete, including negotiating all transaction documents.

  • Represented a NY industrial automation components and equipment distributor in the $2.3 million sale of its business assets to a NJ company.

  • Represents an international manufacturer of frozen Italian food products regarding its day-to-day corporate and contract requirements.

  • Represents a NYC cannabidiol (CBD) products start-up in connection with its entity formation, corporate structuring, and $750,000 series seed raise.

  • Represented a Spanish renewable energy provider regarding the restructure of its and its affiliates $27 million in loans, converting a portion into an equity investment and restructuring the balance. Retained by the client's primary counsel to work through the labyrinth of the borrower’s US companies and their charter documents as well as existing loan and security documents so as to effectuate a restructure. Also enforced collateral position when the borrower defaulted on the restructured loan.

  • Represented an India-based venture capital investor investing in US technology companies.

  • Represented principals in the $112 million sale of a majority interest in a wholesale optical lab, including confidential negotiations with a supplier, licensor, and competitor as well as extensive management provisions post-closing. Also worked with three firms representing the buyer regarding membership sale and subsequent operational matters, real estate, and anti-trust issues.

  • Represented an owner, operator, and developer of hydroelectric power projects in its $8.1 million purchase of a Virginia hydroelectric facility, including handling the status and necessary assignment of a US Federal Energy Regulatory Commission (FERC) license as well as the pre-closing investigatory process with regard to potential environmental issues and necessary post-closing connections to the electrical grid.

  • Represented a purchaser in its $408,000 acquisition of a local grocery store franchise and related assets.

  • Served as outside general counsel to a regional pharmacy, pharmaceutical products, and long-term and assisted living consulting company in a $14 million sale of assets.

  • Served as outside general counsel to a purchaser in the $500,000 acquisition of a gun-care-products company and related intellectual property rights.

  • Served as company and shareholder counsel in a tuxedo rental company's $1 million sale of assets to a Pennsylvania acquirer. 

  • Served as outside counsel to a residential health care facility operator in the $7.5 million sale of a facility and related real property.

  • Represented a client in an $85 million transaction involving the sale of a large medical practice specializing in urology and radiation oncology to a captive medical practice controlled by a large regional hospital system together with all related real estate owned by entities affiliated with the practice. The real estate was purchased by a local developer and leased back to the captive practice pursuant to a master lease.

  • Performed all legal responsibilities related to the $225 million development, construction, and financing of a children's hospital, including negotiating and preparing all development, design, and construction contracts and preparing all loan and real property documentation related to HUD-insured mortgage financing and EB-5 financing.

  • Served as counsel to a custom antenna manufacturer involved in positive train control and covert surveillance in its corporate restructuring, ownership change, negotiation of employment agreements, and tax planning.

  • Served as outside general counsel to a WNY behavioral health provider in its merger with a regional child and adolescent behavioral health provider and in obtaining related regulatory approvals.

  • Served as outside general counsel to a purchaser in the acquisition of firearm magazine-loading technology and intellectual property rights and served as issuer counsel in the related $600,000 Regulation D private placement fundraising round.

  • Served as outside general counsel to a Buffalo eDiscovery and litigation support company in its $100,000 acquisition of a graphic design and printing company.

  • Served as outside general counsel to a US online test proctoring company in a $5.1 million Canadian cross-border asset sale.

  • Served as counsel to a selling shareholder in a $2.7 million buyout of equity in a heating and cooling equipment company and affiliated entities and negotiated the related consulting agreement.

  • Served as outside general counsel to an insurance agency in its $2 million acquisition of a Rochester-area insurance agency and the related property lease.

  • Served as outside general counsel to an insurance agency in its $2.7 million acquisition of two affiliated Rochester-area insurance agencies and the related property lease.

  • Served as outside general counsel to a performing provider system (PPS) in the acquisition of a Rochester-area regional health home network.

  • Served as outside general counsel to a regional commercial trucking business and business owners in the $2 million sale of the business and handled the related real property and employment of the selling business owners. 

  • Served as counsel to a perishable foods broker and marketing company in a $3 million-plus earn-out asset sale and real property lease to a nationwide firm. 

  • Served as general outside counsel to a hydroelectric power project owner and developer regarding the $80 million acquisition of several hydroelectric facilities located on Maine’s Kennebec River. Handled real property title issues, obtaining necessary approvals of the assignment of US Federal Energy Regulatory Commission (FERC) and state regulatory licenses, and labor union issues as well as the pre-closing investigatory process with regard to potential environmental and regulatory issues and post-closing issues with management companies.

  • Served as outside general counsel to a Buffalo eDiscovery and litigation support company in its $350,000 acquisition of an Ohio-based eDiscovery business.

  • Served as counsel to a NY Regional Health Information Organization (RHIO) in its merger with another RHIO that doubled the scope of the client's service base.

  • Served as counsel to a perfume and cologne manufacturer regarding its sale of assets to a private equity-owned distributor of flavor and fragrance ingredients.

  • Represents a stainless-steel-processing equipment manufacturer and certain members of its closely held ownership in a $10 million shareholder dispute and corporate dissolution action involving competing allegations of corporate misconduct, misappropriation of property, financial irregularities, and other shareholder and fiduciary claims.

  • Served as general outside counsel to a NY-based owner-operator of post-acute health care facilities regarding the $10 million acquisition of a nursing facility in Brockport, New York, and the acquisition financing, including title matters and restrictions and required NYS Department of Health and Attorney General approvals.

  • Served as general outside counsel to a development company regarding the acquisition of a facility in Binghamton, New York, as well as financing the facility renovation through traditional construction financing and through the sale of federal and state historic tax credits and obtaining state and local assistance. Handled real property title issues, appropriate historic designations, and the negotiation of the master lease and other equity considerations to facilitate the financing.

  • Served as counsel to a majority purchaser group in the $7.2 million acquisition of a Rochester-based manufacturer's sales representative for industrial heating, cooling, and generators and affiliated entities.

  • Served as counsel to veteran-owned, regional construction cost estimators in the $2 million acquisition of a nationally known cost consulting firm. Also handled formalized business succession planning and employment matters. 

  • Served as general outside counsel in financing a transaction that included equity rights to a specialized venture capital group that provides financial assistance to energy-related industries. Relevant issues included real property title, environmental, and intercreditor agreements.

  • Served as general outside counsel to a nursing home and rehabilitation center regarding the acquisition of the operating assets of another residential nursing home and rehabilitation center and related real property located in New York City as well as the financing of the acquisition, including title matters and restrictions, required NYS Department of Health and Attorney General approvals, and the client acting as a receiver for the subject facility with the consent of the DOH.

  • Represented a principal and a long-standing local business in the sale of the principal's 100 percent membership interest, negotiating the sales contract and consummating the entire transaction, including financial assumptions, vendor consents, and negotiating a new lease and employment contract. The result of the transaction assured the orderly transition of the company to another entity and the continuation of the company for the benefit of the community and the employees.

  • Served as outside general counsel to a purchaser in the acquisition of Oklahoma taco restaurant franchises and related business assets collectively valued at $2.8 million.

  • Serves as counsel for a medical device start-up in connection with its $3 million Series B Regulation D, Rule 506 accredited investors equity round. Also served as counsel in its $3.6 million Series A round. The Series B round involves the preparation of various documents, including pre-emptive rights notices, an amended and restated operating agreement, subscription agreements, authorizing resolutions, and the creation of a post-funding equity incentive plan. 

  • Served as outside general corporate counsel to a safety equipment distributor regarding negotiating and preparing an asset purchase agreement in which the client purchased inventory and intellectual property worth $3.3 million from a safety equipment distribution company in Pennsylvania.

  • Served as outside general corporate counsel to a commercial cooling, heating, and ventilation systems manufacturer in acquiring $1 million business assets from a NY wholesale air conditioning supplies company.

  • Represented a US esports company in its Regulation D, Rule 506 private placement fundraising rounds and subsequent $25 million cross-border stock sale to a Canadian purchaser.  

  • Served as outside general counsel for nursing home facilities and related sellers in a $45 million multi-year, progressive equity sale of nursing home entities and in the NYS Department of Health (DOH) regulatory approval process.  

  • Represented a music distribution and licensing company in the $2.5 million sale of its business assets, including intellectual property and other proprietary rights in various recordings and musical compositions.

  • Served as outside general counsel to sellers in a $15 million sale of 25 Burger King restaurant franchises and related business assets to an Oklahoma purchaser.

  • Served as local NY counsel to a Canadian client in a $9.4 million cross-border acquisition of a food manufacturer and related real estate.

  • Served as outside general corporate counsel to a safety equipment distributor in its $3 million acquisition of a safety equipment distribution company in Indiana.

  • Counseled a private liberal arts college on its overseas program, including relationship-building and documenting agreements for the provision of educational instruction at partner institutions overseas.

Knowledge

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  • Attorney Danielle Katz Joins Barclay Damon
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