Corporate & Business Law Transactions
Contact:
- Andrew R. Poyton
- 630.384.3128
- Stephen A. Rehfeldt
- 630.384.3132
- John M. Mulherin
- 630.384.3133
The transactional aspect of MRV’s corporate and business law practice involves assistance with nearly every aspect of business dealings. Our practice includes assistance with all areas of business operations, from the selection and establishment of the many forms of organization for business entities, to the negotiation and drafting of all types of business agreements, to the purchase and sale of business entities and assets. When providing assistance, we pay special attention to and help our clients assess applicable tax and other liability concerns, as well as the best methods of limiting same. We also make use of our extensive litigation experience to incorporate applicable safeguards. When appropriate, we engage in communications with appropriate governmental and quasi-governmental entities, as well as with qualified experts to ensure compliance with applicable requirements.
MRV’s corporate and business law transactions practice includes assistance relative to every aspect of our client's business needs, including:
- Business entity selection, formation and preparation of operational documents.
- Negotiation and drafting of shareholder, member, partner and joint venture agreements.
- Purchase and sale of business interests including:
- Purchase and sale of stock (or other ownership interest) in business entities.
- Asset purchase and sale.
- Negotiation of franchise and business licensing agreements.
- Negotiation and drafting of the following agreements used in the course of business:
- Sales and service agreements.
- Asset purchase and sale.
- Sales representative agreements.
- Material supply agreements.
- Employment agreements.
- Commercial and residential leasing agreements.
- Commercial financing agreements.
- Warehousing/storage agreements.
- Construction contracts including:
- Builder sale contracts.
- General contractor contracts.
- Sub-contractor contracts.
- Material supplier contracts.
MRV also has extensive experience in the representation of not-for-profit corporations and foundations. Services provided have included:
- Formation of the corporate entity.
- Development of the governance documents including bylaws, policies prohibiting a director’s or interested party’s engaging in transactions involving a conflict of interest, and officer and director succession.
- Matters related to the successful filing of an application with the Internal Revenue Service for a determination of the entity as a Section 501(c)(3) charitable organization.
Representative Matters
Formed a national trade organization; for-profit development subsidiary of a large, non-profit affordable housing organization; and a professional theater company.
Negotiated and drafted contracts with foreign corporations relative to multi-million dollar acquisition of real estate and development of a luxury hotel in foreign location. Services rendered involved assessment and implementation of practices relative to foreign and domestic tax and other liability concerns and use of various foreign business entities relative to structure of same.
Drafted a complete set of commercial and residential leasing documents, including leases, rules and regulations, drug-free housing addenda, mutual lease termination agreement and lease renewal agreements tailored to leasing programs of large provider of affordable housing. Amendment of leasing documents over time to address changes in leasing programs and allow for continued use and application over period of time in excess of 10 years.
Negotiated, drafted and closed a stock purchase agreement, with restrictive covenants, relative to the buy-out of one of two shareholders remaining after the death of a third shareholder for business which lacked the benefit of any buy-out agreements or other corporate savings provisions.
Assisted with the sale of a multi-unit health care entity to a national, publicly held company.