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In this section:
The Complete Guide to Selling a Business
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Pryor Cashman LLPNew York, Los Angeles
Pryor Cashman is a premier, mid-sized law firm that is known for getting the job done right and doing it with integrity, efficiency and élan. We have assembled the finest legal minds and business acumen in 12 different practice groups encompassing 88 different practice areas. We consider ourselves an entrepreneurial law firm, unencumbered by bureaucracy - able to break new ground with unique approaches.
General Information on Pryor Cashman
Bucking the 21st century’s bigger-is-better evolution, Pryor Cashman successfully balances the highly professional with the personal. As a premier, mid-sized law firm in New York, we are known for getting the job done right and doing it with integrity, efficiency and élan.
With over 120 attorneys in our offices on Park Avenue (and a satellite office in Los Angeles), we have assembled the finest legal minds and business acumen in 12 different practice groups encompassing 89 different practice areas.
We consider ourselves an entrepreneurial law firm, unencumbered by bureaucracy – able to break new ground with unique approaches. An environment where lawyers make independent, informed and creative decisions on behalf of their clients – eliminating logjams and avoiding wasteful over-lawyering. In fact, we are known for our expeditious and creative handling of complex challenges, our accessibility, practicality, and equally important, our cost-sensible solutions.
Corporate Practice
One of Pryor Cashman’s principal strengths as a mid-size law firm, and one of our Corporate Group’s greatest assets, is our ability to not only act as outside general counsel for the day-to-day legal concerns of our clients, but also to handle their large complex transactions and financing.
Our Corporate Group focuses on delivering prompt, concrete and expert advice cost-effectively and efficiently. We begin by deriving a thorough understanding of each client’s business – its stage of development and its short- and long-term objectives. In addition, an experienced senior attorney actively oversees each client's affairs since fostering and maintaining client confidence is one of our highest priorities.
Our membership in the International Alliance of Law Firms gives us immediate access to attorneys throughout the world with specific knowledge of local laws for transnational situations.
The transactional experience of Pryor Cashman’s Corporate Group encompasses all types of domestic and international corporate matters, from private placements and public offerings of securities to transnational mergers and acquisitions to complex, multiparty joint ventures. As only one example, we advised a multinational investor group leading a $60 million equity financing for the global expansion of a wireless communication company. In the course of this representation, we coordinated the entire due diligence process across 17 projects and 11 developing countries in Asia and Latin America, negotiated contracts, dealt with regulatory requirements and provided the information our clients needed to evaluate the risk/reward profile of each aspect of the transaction.
Our access to other specialty groups in our firm enables Pryor Cashman’s Corporate Group to counsel clients in virtually all of the areas likely to be of concern to anyone forming, acquiring or operating a business, including general business law, executive compensation and employee benefits, labor and employment, real estate, securities and corporate finance, tax, trademarks and licensing.
Spanning a wide variety of industries, our clients include all forms of business organizations, from pass-through entities (such as limited liability companies and partnerships) to non-profit organizations to private and public corporations. We represent institutional and entrepreneurial clients, from startups to Fortune 500 companies, with special focus on companies in the middle market.
Areas of Focus
Mergers, Acquisitions and Private Equity Investments
The market for the purchase and sale of companies is an active one. Pryor Cashman’s Corporate Group represents both strategic and financial buyers and sellers in this arena. We serve both long-standing corporate clients and clients who have engaged us specifically for a pending deal. Our experience encompasses both public and private mergers, acquisitions and investments, representing foreign and domestic corporations, individual entrepreneurs, high net worth individuals and private equity funds.
Integral to providing good legal advice to buyers and sellers is a clear understanding of the economics and financial aspects of any deal. A private equity (financial) buyer may be concerned with the feasibility of a profitable exit strategy from day one, while a corporate (strategic) buyer may be more concerned with potential cost-savings and the problems of integrating the acquired business into its existing operations. Another common area of concern to both buyers and sellers is the tax consequences of a transaction. Sellers may prefer to sell equity rather than assets to avoid double taxation issues, while buyers want to buy assets to avoid assuming undisclosed or unwanted liabilities.
We also know that practicality is essential. Understanding the importance of meeting deadlines, we are committed to devoting the time and resources necessary to close deals on schedule. Drawing on the expertise of various Pryor Cashman specialty groups, we can analyze the range of business and legal issues that may arise in structuring and negotiating a transaction. Transnational acquisitions present special concerns. For example, if there are complex capital structures to be worked out as part of the consideration or if a securities offering is involved, we can draw on the expertise of our securities lawyers.
A frequently problematic area, for example, is the treatment of terminated employees in a cross-border asset acquisition. Many countries have laws which are far more protective of employee rights than those in the U.S. Also, if the target company represents a first investment by a buyer in a particular jurisdiction, the buyer may need to investigate the tax burden of operating in that jurisdiction (and possibly engage in some proactive tax planning).
Finding creative solutions to such complex issues may determine whether the economics of the transaction make sense to both parties. If we need assistance in finding such a solution or advice on international tax issues, we have access to the International Alliance of Law Firms, a worldwide network of affiliated law firms, each offering expertise in commercial and transactional law in its particular jurisdiction.
General Business Law (including choice of entity)
Pryor Cashman’s Corporate Group prides itself on its ability to cost-effectively address the full range of a business entity's general corporate legal needs from initial formation through day-to-day operations through an eventual sale or disposition of the business. While we frequently work with in-house counsel, we are also accustomed to serving as outside general counsel (as well as general business consultants) for many of our clients.
In order to assist our clients in organizing and structuring their business entities, we help them understand the alternative types of possible entities – corporations, partnerships, limited partnerships and limited liability companies – including the tax status of each type of entity. Our Corporate Group also addresses governance, ownership transferability, profit distribution and exit strategy issues. Once the client chooses the form of the entity, we prepare the appropriate organizational and governance documents, such as shareholder agreements, partnership agreements, operating agreements and limited partnership agreements.
When an entity has been formed, we can offer advice in critical areas of the client’s ongoing business. In addition to tax planning, employee benefits advice and real estate advice, we negotiate, draft and review all varieties of contracts, including distribution and supply agreements, customer agreements, employment and sales agency agreements, joint venture agreements and confidentiality agreements. We also advise clients on their banking and other financing transactions.
Finally, if the owners wish to purchase additional businesses or dispose of their own business, we provide detailed, expert advice on all of the issues raised by the transaction as well as tried-and-true forms of agreements for a broad variety of deal structures.
See: Juergen R. Ostertag, Esq., Attorney at Law and Rechtsanwalt
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