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Business Transactions

We assist our clients in a wide range of general business and commercial transactions. We represent borrowers entering into financial arrangements, such as line of credit and other loan agreements, with banks and other commercial lenders. We help clients negotiate and draft manufacturing agreements and product sales and distribution agreements in a wide variety of industries.

Often an interdisciplinary approach will be required, such as formation of joint ventures and other strategic alliances for the development, manufacture, and marketing of new products and related technology. In these cases we are able to blend our expertise in business organizations (such as corporations and partnerships) with our expertise in the commercial transactions and technology licensing to assist the client in negotiating, financing, and implementing the particular venture.

PRACTICE AREA OVERVIEWS

General Business and Commercial Transactions

• Joint Ventures and Strategic Alliances
• Bank and Other Commercial Loans
• Products Sales and Distributions Agreements
• Manufacturing Agreement
• Consulting and Service Agreement

Partnerships / LLCs / Corporations

Thompson Welch Soroko and Gilbert LLP’s corporate, partnership, and limited liability company practice assists clients with the organization and financing of new businesses and joint ventures, and the purchase and sale of businesses and business assets. We will recommend the best form of business entity for the client’s needs, such as a corporation, limited liability company, limited partnership, or general partnership, and we will prepare the governing documents for the entity chosen, including articles of incorporation, bylaws, partnership agreements, limited liability company agreements, and ancillary documents such as shareholder agreements and buy-sell agreements.

The corporate and partnership financings in which we have participated have ranged in size and complexity from the organization of small businesses capitalized with less than $100,000 to multi-million dollar public offerings of securities and merger transactions registered with the Securities and Exchange Commission. We provide counsel in the legal and financial structuring of each transaction and we prepare the documentation for the transactions.

We regularly advise and represent partnerships and corporations that are liquidating as a result of the sale of all of their assets or because the owners of the business have decided to terminate their relationship. In this regard, we have advised corporations with respect to corporate distributions through spin-off, split-off, or split-up, and through dissolution, and we have advised corporations and partnerships with respect to the structuring of divisions and dissolutions.

We represent public and private companies with respect to a wide range of issues, including public offerings of securities; private placements, proxy solicitations, SEC reporting; merger and acquisitions; leveraged buyouts; and general corporate governance.

We advise clients on employment matters including employment agreements and the development of key employee equity incentive plans such as stock option and stock bonus plans.

Our attorneys often attend board and shareholder meetings, where the breadth and depth of their experience can be most useful for the client and when the enhanced understanding of the client's business can aid the lawyer in providing appropriate legal services and advice.

PRACTICE AREA OVERVIEWS

Financing and Acquisitions

• Initial Formation and Structuring Of Business Entities
• Shareholder Agreements and Buy-Sell Agreements
• Mergers, Acquisitions, Purchases and Sales of Assets and StockFinancing
• Businesses, including Bank Loans and Stock Sales
• Employment Agreements
• Stock Option Plans, Bonus Plans, and Other Compensation Arrangements
• Advice to Directors and Officers on Fiduciary Responsibilities

Securities Law

Our role in public and private securities offerings has included providing advice as to the structure of the offering and the terms of the equity or debt securities offered, preparation of all disclosure and offering documentation, and preparation of all filings required under applicable state and federal securities law. We also provide the tax and other legal opinions required by the rules and regulations of the Securities and Exchange Commission, and legal opinions that companies are required to deliver under the terms of underwriting agreements and merger agreements.

We have represented issuers of securities in a wide range of businesses, such as biomedical products, health services, financial services, real estate, and food and agriculture. We have experience in the offering of real estate related securities such as limited partnership and limited liability company interests, mortgage participations and pools, and shared appreciation notes.

Another aspect of our securities practice is representing investors in venture capital financings and other acquisitions of privately placed securities, and in the subsequent resale of the acquired securities, either through registration with the Securities and Exchange Commission or through Rule 144 sales.

Our firm provides advice and assistance to securities broker-dealers and investment advisers in connection with SEC and state registration and regulatory compliance. We also advise broker-dealers and investment advisers in the preparation of customer agreements and disclosure documents and in connection with disputes that may arise with customers.

PRACTICE AREA OVERVIEWS

Public Offerings
Private Placements
Mergers and Acquisitions
1934 Act Reporting
Sections 13 and 16 Compliance
Analysis of and Compliance with State "Blue-Sky" Laws and Regulations
Preparation of Proxy Statements

Agricultural Law

Thompson Welch Soroko and Gilbert LLP represents growers, packers, shippers, and brokers in transactions involving the growing, harvesting, cooling, packing, and sale of agricultural products and commodities. Our experience organizing business entities and in real estate law enables us to advise clients in the organization of new agricultural companies, and in the acquisition and leasing of real property and other assets.

Our Attorneys That Will Assist You:

Charles M. Thompson
Philip H. Welch IV
Richard S. Soroko
Timothy S. Galusha
Blase Kornacki
Richard J. Kalish
Raihane Dalvi