Corporate

The Corporate Department at Gibbons P.C. provides multi-faceted practical corporate and transactional counseling and representation to a wide variety of business and finance clients in complex to routine matters.

We strive to serve our clients through a combination of our (a) high level experience with a department that includes senior attorneys from leading NYC global firms with strong "New York style" deal experience, (b) multitude of strong relationships with institutional and other sources of venture capital, private equity, angel investing, investment banking, financial advisory and other financial services, banking/lending and restructuring, sources we readily introduce to our clients, (c) attractive rate structure, and (d) corporate value added/ caring about our clients. We believe these deliveries on behalf of our clients distinguishes our services and provides unique benefits that a typical user of legal services might not generally expect to find in the marketplace.

Our Corporate Value Added

A key aspect of our group practice is to maximize the "value added" component of our work to each of our client's businesses while enhancing the client's "law-firm experience," through

  • client-first, service-oriented team approach
  • strong working relationships among client and firm
  • a comprehensive knowledge of our client's business
  • utilizing senior Gibbons attorneys as key contacts, to quickly respond to client calls whenever needed, such as a new opportunity, a threatened lawsuit, an intellectual property issue, acquiring another business, or just a trusted person to call who knows and cares. At the time of a call, the Gibbons team lawyers understand the situation because they know the client's business and effectively and efficiently manage the work within our firm by utilizing appropriate lawyers with appropriate expertise and experience. We use more senior lawyers when a more seasoned response is more efficient, and junior attorneys where the task at hand is more efficiently utilized at a lower hourly rate.

Our Corporate Clients 

We represent the full range of business-oriented entities, groups and organizations, including:

  • acquiring entities and selling companies and their shareholders and other stakeholders
  • private equity groups, hedge funds, holding companies and real estate investment groups, as both active and passive investors
  • closely held businesses and family businesses
  • service organizations, manufacturers, distribution businesses and retail chains
  • financial institutions
  • government/ state, county, local, authorities
  • limited liability companies and other alternative business entities
  • midmarket companies and Fortune 1000 companies in midmarket transactions
  • partnerships
  • passive investors in various investment vehicles, including private equity, hedge funds and real estate investment trusts
  • public corporations
  • real estate development, investment and management companies
  • entrepreneurs and startup businesses
  • technology companies, such as biotechnology and telecommunications
  • pharmaceutical companies and industry-related businesses
  • health care providers and health care management and financial services companies

Our Corporate Advice 

We advise and represent our clients with respect to:

  • asset and stock purchases and sales
  • debt/ senior, subordinated and mezzanine
  • defense and prosecution of claims, disputes and litigation
  • divestitures
  • equity investments, including offerings, downrounds and PIPEs (private invest in public entities)
  • executive compensation
  • debt financings including asset based and cashflow lending transactions; financing alternative analysis
  • choice of entity analysis, formation and organization of new businesses, capitalization, related requirements
  • investor services
  • labor and employment issues
  • leasing/ planning, financing, structuring, etc.
  • mergers and acquisitions, including sales and purchases of businesses, and related transactions
  • special projects, such as refinancings and recapitalizations
  • real estate
  • tax-related structures
  • securities laws, including public and private offerings and compliance
  • shareholder agreements, buy-sell, cross-purchase, and other succession planning
  • business agreements; supply, outsourcing, tolling, strategic alliances and all other supply management/logistics-related structures and transactions
  • all day-to-day business legal needs

Our Corporate Law Areas 


General Corporate/Full-Service, Value-Added General Corporate Services
We are a full-service business practice for all business entities, structures and organizations, public and private, including handling all significant as well as day-to-day matters and issues. Our focus is value added/ cost effective/ responsive and practical advice. For example, on a day-in-day-out basis we provide our clients with commercial contract review, advice, drafting, negotiating and execution in manufacturing, outsourcing, supply, distribution, service, employment, technology and licensing.

 

Business Transactions, including Mergers and Acquisitions (M&A)
In our transactional practice, we advise and represent clients in many type and size transactions, including mergers, acquisitions, divestitures, spin-offs, corporate recapitalizations, restructurings and reorganizations; alternative entities (partnerships, limited liability companies, business trusts, etc.); joint ventures and employment, licensing and other corporate arrangements; private and public placements of debt and equity securities; private equity investments; initial public offerings; domestic and cross border tax-advantaged transactions; project finance; etc. In our diverse practice, we handle the above situations and events for clients from mid-sized and early stage to larger multi-nationals, as well as investment firms, both privately and publicly owned.

Financial transactions: We represent borrowers and lenders in a broad range of financing transactions, including long and short-term traditional working capital, asset-based credit facilities, bridge loans and acquisition financings, secured/unsecured, leveraged leasing, syndications and participations, handling all aspects from negotiation and documentation to closing. We also introduce our valued clients to our many traditional and non-traditional lending, financing and funding sources and relationships.

M&A, including acquisition financings: We regularly represent either side in many transaction types, from traditional bank debt and institutional and non-institutional lenders to corporate/strategic acquirers, private equity, hedge fund, venture capital, angel and other individual investors, and mezzanine lender/investors. We are actively involved in cross-border and cross-ocean transactions as well as pure domestic. As part of these activities, we handle international tax planning for U.S. based companies doing or seeking new business outside U.S. and represent overseas businesses engaged in U.S.-based transactions.

 

Corporate Governance
In corporate governance, we regularly advise on a wide range of issues, advising boards of directors, officers, shareholders and others. We review and maintain books and records to facilitate compliance and risk reduction. We handle a full range of corporate investigations, as discussed below.

 

Energy: Renewable Energy Finance
Years of experience: Funding for energy projects, particularly solar and other renewable energy projects, is complex and difficult. Gibbons leverages our many years of financing experience and deep relationships in business, equity, commercial banking, investment banking, and government to help our clients structure, finance, and close these complicated transactions.

Types of projects: We are currently working with businesses involved in various aspects of energy projects, including independent power producers, financial institutions, state governments, commercial energy consumers, and private investment funds. We advise clients on all components of energy projects, including project finance, infrastructure development, grant qualification, federal tax credits, solar renewable energy credits (SRECS), project structures, federal and state regulatory compliance matters, special purpose vehicles (SPVs), power purchase agreements (PPAs) and other long-term contracts, tax exempt energy users, construction and development loans, bridge loans, and long-term finance, as well as mergers, acquisitions, joint ventures, joint bidding arrangements, and revenue securitizations.

Leader in New Jersey: Clients seeking to build renewable energy projects within the state of New Jersey, where Gibbons is the leading government relations firm, benefit from our advice and assistance. Utilizing our experience in the legislative process, our strong relationships, and intimate knowledge of government programs in this arena, we structure plausible transactions designed to take advantage of project and permanent finance from many private and non-private financing sources.

Nationally recognized: With national recognition for our transactional and finance practices, Gibbons has a long history of advising clients in project finance. More than 30 Gibbons attorneys concentrate on finance and transactional matters throughout our five Northeast regional offices. We have advised on numerous cutting-edge transactions and are well-positioned to meet client energy finance needs across the entire New Jersey, New York, and Pennsylvania regions.

 

Financial Services/Banking and Financial Transactions 
We represent a varied group of borrower clients, as well as lenders such as banks and other financial institutions, in a broad range of financing transactions. We work closely with our clients in the negotiation, documentation and closing of secured and unsecured commercial loans, debt restructuring, leveraged leasing and asset-based financing, as well as such necessities, when required, of guarantees, commercial standby letters of credit and other credit enhancement situations. We have extensive experience in handling commercial loans in the middle-market (loans of roughly $5 million - $250 million) for a wide variety of lenders as well as advising many mid-market borrowers throughout New Jersey and the Northeast.

 

Health Care
We counsel our clients regarding such health care-related matters and issues as licensing and qualification; managed care arrangements; management arrangements; contract; employment and labor; practice structures; antitrust; fraud and abuse including compliance with the Anti-Kickback Statute, Stark Law and False Claims Act; HIPAA privacy and security regulatory compliance; including recent changes built into the Federal Stimulus Package; risk management; provider and patient discrimination; health insurance coverage; corporate and tax; reimbursement; environmental, including medical waste disposal; dealings with regulatory authorities; and patient care, including the rights of a patient's medical decision maker.

 

International Trade and Transactions 
We provide legal support and counseling on various international issues, including customs and trade law; competition policy; antitrust; environmental regulation; financial services; intellectual property and licensing; joint ventures; mergers and acquisitions; and product liability, standardization, testing, and certification.

In cross border transactions and international tax planning, we plan for U.S.-based companies doing or seeking new business outside the U.S. and also represent global companies in their U.S.-based investments and transactions.

 

Investigations - Internal and Audit Committee Investigations 
We provide a multi-disciplined team in representing directors, officers and their for-profit businesses, regulated financial institutions and nonprofit organizations in navigating the numerous and complex legal and financial issues confronted in internal investigations, including corporate governance and the expanded role of audit committees mandated by Sarbanes-Oxley, increased demands by independent auditors and enhanced protections afforded to whistle-blowers under heightened regulatory scrutiny.

These investigations may arise against a back-drop of significant company transactions, securities class actions or potential criminal prosecution, including such issues as financial reporting and disclosure obligations and accounting improprieties. Our investigations group includes former Federal prosecutors, a former SEC Branch Chief, securities and white collar criminal defense litigators and corporate/transactional lawyers with broad knowledge of compliance, securities reporting obligations and corporate finance.

 

Investment Banking Advisory Service 
Identifying and selecting an appropriate investment banker and utilizing them throughout the process of selling or buying a business or raising capital can be the critical factor to realizing a successful closing of a transaction. In order to select the appropriate investment banker, business owners need meaningful experience and relationships in the investment banking industry.

 

Investor Services; Private Equity, Hedge Funds, Real Estate Funds 
Active side: We represent active investors, such as private equity groups, hedge funds, holding companies and real estate investment groups at all levels, from the fund raising process, to handling acquisitions and divestitures, to securities and governance matters, to general operational legal work with respect to their portfolio investments.

Passive side: We represent investors, including individuals, trusts, groups, organizations and institutions, with respect to their making and maintaining passive investments in various investment forms, including private equity funds, private debt funds, hedge funds, development companies under the Investment Company Act and a variety of real estate investment structures such as real estate partnerships, funds and REITS. We have particular expertise in advising investors who are placing significant funds into the hands of others for extended periods with the hope and expectation of realizing an anticipated long-term return. Key considerations in these investments are trust, judgment, investment provisions, illiquidity, risk management and recourse. Our strength lies with our unusual capability to fulfill comprehensively across these varied needs.

 

Private Client Group
Estate planning: Our clients range from family business owners to corporate executives. At each stage of the estate planning process, our clients value the personal relationship they have with us. In estate planning, our goal is to determine a client's long-term personal, financial, estate and family goals and guide them, in conjunction with the client's other professional advisors, to accomplish these goals. Estate planning involves the formulation of an estate plan as well as its implementation through the drafting of wills, lifetime and testamentary trusts and other estate planning documents, such as qualified personal residence trusts, intentionally defective grantor trusts, GRAT's, charitable trusts and private foundations. The attorneys in the Private Client Group also work closely with the attorneys in our Tax Group to address issues that arise in the estate planning process related to the client's own income tax, retirement benefits and asset protection planning. Working with the Tax Group, we are able to effectively address our client's planning needs and goals in light of the constantly changing gift, estate, generation-skipping and income tax laws.

Intergenerational and other family business succession planning: For our many clients who own interests in closely-held businesses, we assist them with the continuation or transfer of such businesses to the next generation. This involves counseling related to life insurance planning and the ramifications of Chapter 14 of the Internal Revenue Code on transfers of interests or rights in closely-held businesses among family members.

Trust and Estate Administration: Our Private Client Group is involved in all aspects of trust and estate administration, including the probate of Wills, the administration of lifetime and testamentary trusts and the preparation of income, gift, estate and generation-skipping transfer tax returns.

Trust and Probate Litigation: In conjunction with our litigation attorneys, we represent beneficiaries and fiduciaries in estate and trust litigation, including will contests and guardianship proceedings. 

 

Public Finance 
We work closely with our many client counties, municipalities, school districts and state and local authorities in the issuance of general obligation bonds; fiscal year adjustment bonds; tax, grant, revenue, and bond anticipation notes; revenue bonds for a variety of financings, including water and sewer, resource recovery, health care and education; certificates of participation; and various other types of financings, such as variable and fixed rate obligations, demand bonds, pooled bonds, credit enhanced obligations, and current and advanced refundings; and negotiation and preparation of industrial revenue or private activity, tax free bond financings with federal, state and local authorities.

 

Securities Compliance 
We counsel our clients on federal and state securities law compliance, including periodic reporting and filings, insider trading compliance, Sarbanes-Oxley Act of 2002, NASDAQ rules, public disclosure obligations and the preparation and filing of registration statements and proxies. We guide our clients through their public offerings, private placements, tender offers, and Investment Company Act, Investment Advisors Act and 1934 Act compliance matters. We represent foreign issuers in U.S. markets and U.S. issuers in foreign markets. We also serve as counsel and special counsel in investigations, proceedings and other matters before the SEC, NASDAQ, AMEX, Federal and state attorneys general, as well as internal and audit committee investigations.

 

Tax 
Tax planning: We advise clients in all aspects of U.S. and international tax planning, analysis and representation in connection with transactional matters, mergers and acquisitions, restructurings, divestitures, recapitalizations, spin-offs and tax efficient structures. Our clients include start-up ventures, closely-held corporations, partnerships, and mature businesses, based domestically, cross-border and off-shore. We also analyze state and local tax issues. We design and draft qualified and non-qualified retirement and deferred compensation plans and handle aggregation issues, etc.

Contested taxes: We have extensive experience with a strong record of success in corporate and business tax issues and matters contested before Federal, state and local agencies, departments, administrative hearings and, finally, when necessary, the courts.