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Corporate Formation, Mergers & Acquisitions

At Berliner Cohen, we take pride in being a full-service law firm to business clients whose legal needs touch on multiple areas of law. Our corporate department serves as outside general counsel for corporations, limited liability companies (LLCs), and partnerships in a wide variety of complex industries. Recognizing that modern businesses encounter a broad array of overlapping legal issues, our corporate department works closely with our tax, real estate, litigation, and estate planning groups to seamlessly meet all of our clients’ business needs.

Corporate Formation, Mergers & Acquisitions

In addition to forming the entity, we help with all necessary filings and obtain all essential permits and licenses, as well as other organizational issues. Post-formation, we assist with preparing and updating minutes of board of directors and shareholder meetings, LLC and partnership agreements and amendments, and other documentation and filings relating to entity records maintenance.

We also regularly counsel clients on critical corporate governance issues, including fiduciary duties, shareholder rights, disclosure and regulatory requirements, and corporate governance best practices. We work closely with corporate leadership to obtain an in-depth understanding of a company so we can closely tailor our advice on a broad range of corporate governance and compliance matters.

Finally, we help business entities dissolve when their usefulness is at an end.

Mergers & Acquisitions

We advise corporations and other entities with respect to domestic and cross-border mergers, acquisitions, consolidations and other types of business entity reorganizations. Whether our client is the target or purchasing entity in the transaction, we can assist with negotiating and drafting the definitive transaction documents and fully addressing all other legal needs during the due diligence, closing and post-closing phases.

No matter how the reorganization is structured, our corporate attorneys work closely with our tax group regarding the tax implications of the transaction.

Our recent successes include:

  • Representation of fiber optics company in $350 million cross-border sale
  • Representation of a point-of-sale technology company in a $23 million reverse triangular merger
  • Representation of digital video networking company in $2.5 million asset acquisition
  • Representation of roofing company in $4.3 million acquisition by buyers group

Commercial Transactions

Our clients trust us to structure, negotiate, and document their commercial transactions in order to guarantee the anticipated benefits and mitigate risks. We regularly draft commercial contracts across a wide variety of industries and business sectors. These agreements include:

  • Licensing and distribution agreements
  • Master services agreements
  • Manufacture and supply agreements
  • Joint ventures and strategic alliances
  • Reseller agreements
  • Original equipment manufacturer (OEM) agreements
  • Non-disclosure and confidentiality agreements
  • Non-competition agreements
  • Marketing, promotion, and merchandising agreements
  • Consulting agreements

Emerging Companies and Venture Capital

In addition to performing services for established, time-honored Silicon Valley businesses, families, and individuals, we advise entrepreneurs and early-stage, start-up, and emerging growth companies across all industries and stages of development. Our clients trust us to assist them with:

  • Organizational matters
  • Entity selection
  • Organizational documents
  • Ownership and capital structure
  • Compensation and option plans
  • Corporate governance
  • Securities regulation and disclosure
  • Labor and employment
  • Employment agreements and employee handbooks
  • Litigation
  • Intellectual property and trade secrets
  • Financing strategies
  • Angel financing
  • Venture Capital
  • Private placements
  • Public offerings
  • Exit strategies
  • Merger
  • Acquisition
  • Public offering

As a full-service law firm, Berliner Cohen is well equipped to handle the entity’s changing needs as it evolves from a start-up to a recognized commercial enterprise.

Recent successes include:

  • Representation of nutrition company in $150 million private equity investment
  • Representation of medical device company in $18 million common stock private placement

Real Estate Entities

We create numerous LLCs, limited partnerships and other pass-through entities, as well as tenancies in common, to hold real estate for our corporate, real estate, and estate planning clients.

Our corporate department works closely with our tax and real estate attorneys in connection with coordinating and closing real estate purchase and sale, financing, refinancing and 1031-exchange transactions, which often involve multiple areas of law and require an attorney with a general business background to manage the deal. We also assist many clients with complex private placements for real estate investment offerings.

Intellectual Property

We advise clients with respect to negotiating and preparing licensing agreements, OEM agreements, distribution agreements, nondisclosure, and invention assignment agreements and other IP instruments.

We also advise many early-stage, start-up companies in connection with capitalizing the company with IP and other intangibles and drafting appropriate software assignments and other instruments of IP transfer.

Additionally, we assist clients with copyright, trademark and trade name applications, transferring and maintaining existing patents and other USPTO-related legal needs.

Franchise Law & Distribution

We assist franchisors, franchisees, dealers, and distributors navigate the complicated landscape of third-party distribution.

Our clients trust us to advise them on:

  • Structuring and expansion strategies for vertical distribution
  • Negotiation of franchise, distribution and licensing agreements
  • Trademarks
  • Advertising and marketing practices
  • Acquisitions and dispositions
  • Disputes and enforcement

Our recent successes include:

  • Conversion of a national franchise system into a simplified license system
Locations
San Jose
Modesto
Merced
Mariposa