Corporate and Transactional

Corporate and Transactional

From corporate governance to financings to mergers and acquisitions, Klinedinst’s Corporate and Transactional group encompasses attorneys with a broad range of experiences in corporate and transactional matters. Our group regularly advises individual entrepreneurs and startup businesses to Fortune 1000 corporations, and everything in between. We use our extensive experience in all aspects of the corporate representation to deliver strategic business perspectives to our clients.

General Corporate

Our general corporate practice involves representing public and private companies at all stages of the business life cycle from corporate formation to corporate restructurings and dissolutions. We often assist our clients in private placements and secured financings in addition to providing advice and counsel on corporate governance issues and securities law compliance. Our team is skilled at drafting, reviewing and negotiating the vast array of commercial agreements that exist, including those that are unique and particular to certain industries. We work with our Employment Practice Group on matters involving employment agreements, incentive plans and other human resource issues. Our clients come from such industries as banking, construction, biomed and biotechnology, manufacturing, health care, real estate development, hospitality, food service, distribution, technology and finance.

Mergers, Acquisitions and Divestitures

In the area of mergers, acquisitions and divestitures, we have an excellent track record of representing clients across all industries and of varying sizes. We work with regional, national and international clients in the public and private sectors in a full range of transactions which include mergers, stock and asset acquisitions and divestitures, tender offers, going-private transactions, reorganizations, roll-ups, cross-border acquisitions, joint ventures, leveraged buyouts and strategic alliances. Our attorneys have the depth of experience and versatility to assist any participant in an M&A transaction, including bidders, buyers, sellers, financial advisors, investment bankers, secured-lenders, note holders, creditors, shareholders, board members, investors, private equity firms and investment funds.

Private Investment Funds

Klinedinst assists a variety of fund sponsors and managers in an array of complex matters from fund formation to assisting in navigating the complicated federal and state laws governing all aspects of private funds. Our Private Investment Funds team works across all key industries and assists clients in forming funds of all sizes.

From real estate funds and private equity funds to venture capital funds and mutual funds, we understand the issues specific to different types of funds and offer advice that comes from a wealth of experience across many industries. Our broad experience offers clients access to the latest developments and current market trends.

Our attorneys have experience assisting fund sponsors, investment managers, investors and variety of other market participants at every stage in the life cycle of a fund including fund formation, compliance, operational aspects and fund transactions. During the fund formation stage, we advise our private investment fund clients on all aspects of fund organization, including lead investment negotiations, domicile selection, exemption from registration and fee and compensation structures. Our counsel also extends through the various stages of investments that a private fund typically makes, including acquisitions, recapitalizations, going-private transactions, management buyouts and venture capital financing. In concert with clients and their tax advisors, our attorneys help you accomplish your goals as expediently as possible.

Services our Private Investment Funds attorneys offer include:

Fund Formation

• Preparation and review of marketing materials
• Advice on investment terms and market trends
• Preparation of formation and offering documents
• Advice on securities law and applicable exemptions
• Negotiations with lead investors

Fund Management

• Secondary market transactions
• Processing transfers, assignments and sales
• Addressing defaults
• Amendments to legal documents
• Limited partnership representation
• Manager/general partner entity formation
• Compensation of principals
• Separation agreements

Regulatory Compliance

• Investment Company Act of 1940
• Investment Advisers Act of 1940
• Securities Act
• Exchange Act reporting
• State Regulations

Transactional Services

• Mergers and Acquisitions
• Recapitalization
• Private Placements
  • Venture Capital Financing
  • Mezzanine Financing
• Tender Offers

Transactional Healthcare

Within the Transactional Healthcare space, Klinedinst PC’s Corporate, Transactional and Securities attorneys represent a range of privately and publicly held healthcare entities in mergers and acquisitions, joint ventures, and contract drafting, negotiation and review and general advice and counsel.

Our attorneys represent clients in connection with the negotiation, structuring and documentation of acquisitions, mergers and divestitures of regulated and non-regulated healthcare companies, creation of strategic alliances, affiliations and joint ventures, establishment of management service organizations, development of ancillary services, sales/leases of equipment and other assets and distribution channels, and examination of reimbursement issues, as well as the requisite analysis of federal and state regulations that potentially impact such transactions.

When it comes to clients, we work with organizations of all types across the healthcare industry, including: hospital and health systems, physician groups, solo practitioners, healthcare finance companies, long-term care providers, pharmaceutical manufacturers, pharmaceutical distributors, providers of ancillary healthcare service providers, healthcare information technology and service providers, biotechnology companies, venture capital and private equity investors, medical product companies, and diagnostic product companies.

Our attorneys regularly serve as outside general counsel for our healthcare clients advising them on both legal and operational and business issues, as well as contracting and licensing matters, employment law issues, medical staff privileges and HIPAA/privacy compliance. We help clients deal with Medicare and Medicaid compliance and reimbursement matters, Stark Law issues and anti-kickback concerns, as well as state healthcare regulatory issues.

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Government Contracts

In the existing government contracting climate, government contractors must navigate and comply with a web of complex rules, regulations and statutes. Klinedinst’s Government Contracts Practice Group offers a full service Government Contracts practice with the experience and knowledge required to effectively and efficiently help the client to navigate the ever-changing landscape of government contracting laws at the federal and local levels.

We offer our government contracting clients a variety of legal assistance ranging from bid protests and claims litigation, to business strategy counseling, mergers and acquisitions and compliance consulting. As diverse as our service offerings are, so too are the types of government contracting clients that we represent. We represent start-ups, middle market privately held companies as well as large public entities. Our clients come to us from a variety of different industries including professional services, information technology, healthcare, life sciences and aerospace and defense.

Our capabilities include:

Bid Protests

Our attorneys have successfully initiated and defended bid protests involving all aspects of pre-award and post-award challenges, including cases involving disparate treatment, unstated evaluation criteria and organizational conflicts of interest involving telecommunications, professional services and defense procurements before the Government Accountability Office and the U.S. Court of Federal Claims, at the agency level and at the state level.

Business Advice

Government contractors are subject to numerous laws, regulations and executive orders about employment practices and corporate structure (especially small businesses participating in federal programs). Our attorneys assist clients with all aspects of the client’s business to ensure compliance with the laws applicable to the specific government contractor.

Contract Claims and Disputes

Our attorneys are experienced in the initiation and representation of government contract claims, including breach of contract, delays and related costs, pricing and scheduling disputes. We strive to obtain a prompt resolution and with this in mind, devise effective discovery and trial strategies. Klinedinst appears before the Board of Contract Appeals and the U.S. Court of Federal Claims as well as the state-level and have also represented clients with respect to Miller Act Bond Claims.

Counseling and Transactions

Our attorneys regularly counsel clients on a wide range of government contract and regulatory issues, including the Federal Acquisition Regulation and agency supplements, the Cost Accounting Standards, cybersecurity, mergers and acquisitions, small business and socio-economic programs, and intellectual property issues specific to government contractors.

In addition, our attorneys have significant experience in helping our government contracting clients with joint ventures, including joint ventures formed under the Mentor-Protégé Program under the Small Business Administration, as well as teaming arrangements.

Furthermore, our clients have approached us on numerous occasions for help in negotiating contracts and contract modifications with government agencies as well as for advice and drafting of subcontract agreements with larger federal contractors partnering up with small businesses.

Drafting Proposals and Responding to Solicitations

Our attorneys have the capabilities and experiences to effectively assist our government contracting clients in assessing and replying to solicitations to increase the chances of success. We routinely review client proposals, bids and estimates in a timely manner. Furthermore, our attorneys have helped our clients in drafting and effectuating compliance programs and refining the procurement policies and procedures.

Small Businesses

Our attorneys counsel small, minority-owned, service disabled veterans and women-owned businesses about the programs offered by the U.S. Small Business Administration, including the Historically Underutilized Business Zone (HUB Zone) program. We help our government contracting clients in finding, applying for and using these beneficial programs for small businesses, and assist our larger government contracting clients in developing and negotiating the documents needed for a subcontracting or mentor/protégé relationships with a small business. In addition, our attorneys have experience preparing and defending size and status protests before the SBA.

Suspension and Debarment

Our attorneys have effectively assisted clients in avoiding a suspension or debarment. We have negotiated agreements to preclude debarment and worked with the agency and client to resolve the issue at hand. In addition, our attorneys have helped develop precautionary measures to assist the client in avoiding future issues with the government.

Veterinary Medical Law

Klinedinst’s Veterinary Medical Law practice group focuses on providing legal solutions for various individuals, entities, and organizations in the business of caring for animals.

Specifically, our attorneys have experience in defending veterinarians in administrative proceedings and malpractice lawsuits; consulting with and defending private humane societies and SPCA’s regarding compliance with state and local regulations; and acting as outside regulatory counsel for animal-related businesses. Our attorneys also have significant experience in employment issues that arise in animal-related businesses, such as veterinary hospitals, animal shelters, and humane societies.

Klinedinst frequently represents veterinarians before the California Veterinary Medical Board during investigations, administrative hearings and appeals. Our attorneys also represent veterinarians in professional liability litigation and appeals, as well as employment practices litigation. Klinedinst lawyers have also represented owners of dogs in dangerous dog hearings, as well as breeders of pure bred dogs in a variety of actions.

Our attorneys are adept at handling animal law-related issues in litigation, as well as business transaction matters. Learn more about our Veterinary Medical Law attorneys by contacting them today.

Startups & Emerging Companies

Growing a company brings legal questions at nearly every stage, from choosing the right structure and raising capital to negotiating contracts, protecting intellectual property, and managing new regulatory obligations. Klinedinst works with startups and emerging companies to address those issues while keeping the company’s broader business goals in view.

Our corporate attorneys advise entrepreneurs, early-stage businesses, and growing companies across a range of industries. We work with clients as their needs evolve, helping them establish a strong legal foundation and navigate the transactions and operational issues that come with growth.

Legal Support for Growing Companies

• Business formation and corporate structuring
• Corporate governance and ongoing corporate maintenance
• Debt and equity financing
• Private placements and securities compliance
• Commercial contracts and negotiations
• Intellectual property and licensing matters
• Privacy and data-security compliance
• Employment and workforce matters
• Mergers, acquisitions, and strategic transactions
• Outside General Counsel support

Klinedinst’s multidisciplinary approach gives emerging companies access to attorneys across corporate, securities, employment, intellectual property, privacy, litigation, and other practice areas as new needs arise. Our attorneys also advise clients on issues involving software and SaaS agreements, investments, technology commercialization, and other matters common to growing businesses.

Whether a company is getting started, preparing for its next stage of financing, or managing the legal demands that come with expansion, Klinedinst works with its leadership to identify priorities and develop practical legal strategies.

To learn more about our Startups & Emerging Companies capabilities, contact a member of the Klinedinst team.

Related Practice Areas

• Corporate and Transactional
• Corporate Securities
• Outside General Counsel Services
• Licensing and Technology Transactions
• Privacy and Data Security
• Employment Counseling and Advice