REPRESENTATIVE BUSINESS TRANSACTIONS
The following are some examples of the corporate matters that I have handled recently:
Asset Purchase. I assisted a company that manufactures and distributes over 3,000 kitchen products (such as bakeware, food preparation tools and barbeque accessories) in the United States and Canada in the purchase of assets from three companies.
Stock Purchase. I assisted a holding company in the purchase of 49% of the shares of stock of a privately owned company that imports and distributes bicycles, helmets and related accessories in the United States.
Joint Ventures. I assisted a company that designs, manufactures and sells a variety of jewelry products in a joint venture with another company in California to design and sell gold chains and other jewelry products.
Minority Equity Investments. I assisted a company making a minority equity investment in another company providing workplace investigations and employee relations strategies. Among other things, my client had sufficient protections such as voting rights to protect its investment.
Conversion of LLC to Corporation. I assisted a New Jersey limited liability company (LLC) in its “conversion” to a Delaware corporation. The “conversion” was accomplished through a merger of the New Jersey LLC into the Delaware corporation, with the Delaware corporation being the surviving company. The conversion was necessary to prepare the company for its growth through investment by a private equity firm.
Issuance of Stock and Debt. I assisted a company that manufactures thermal insulation products reducing heat, noise and fuel consumption in engines with the issuance of senior subordinated unsecured promissory notes and warrants to purchase shares of common stock through an exemption from registration under Rule 506 of Regulation D of the Securities Act of 1933.
Redemption. I assisted a company in the wholesale distribution of plumbing and heating supplies owned by two shareholders. One shareholder was interested in retiring, but the other did not have the finances to buy his shares of stock. Through a corporate redemption, the company purchased the shares of the retiring shareholder using its cash flow to fund the purchase.
Private Equity. I assisted a company that manufactures and distributes snack foods when a private equity firm made a significant investment in the company.
Split-Off. I assisted a company providing custom software development and other IT services with a split-off transaction. The company split-off a line of business and transferred certain assets into a wholly-owned subsidiary. The company and one of its shareholders then exchanged shares of stock; the company transferred its shares in the subsidiary to the shareholder, and the shareholder transferred his shares in the company to the company. This split-off was a tax-free transaction for the company and the shareholder, with the shareholder owning the subsidiary.
Cash-Out Merger. I assisted a company that designs and manufactures clothing with a cash-out merger. The company had a shareholder who owned a minority interest, but who was disruptive to the operations of the business. The minority shareholder would not accept any buy-out offer from the majority shareholder. As a result, the company was appraised by an independent valuation firm and then merged with a newly formed company. The minority shareholder’s shares were purchased for cash through the merger. The majority shareholder exchanged his shares of stock in the company for shares of stock in the new company and became the sole shareholder of the merged companies.
Corporate Reorganization. I assisted a company in retail sales of mattresses, beds and children’s bedroom furniture in a corporate reorganization from one company leasing three stores to a holding company owning subsidiaries with each subsidiary leasing a store. The corporate reorganization protected the assets of the whole company by segregating assets in each subsidiary.