Outside General Counsel Matters

Outside General Counsel Matters:

Represented a middle-market specialty contracting firm in its claim for an amount in excess of $800,000 against a delinquent major equipment manufacturer, to ensure the timely filing of documents necessary for preservation of all mechanics lien rights. When the manufacturer filed for Chapter 11 bankruptcy, the client related that it was the only pre-bankruptcy creditor to receive payment in full within 60 days.

Counseled a diverse range of clients about requirements under the Investment Advisers Acts (federal and state) and Securities Acts, Bank Holding Company Act, and the Illinois Business Brokers, Business Opportunities, and Loan Brokers Acts.

Represented a client in negotiating a master franchise agreement and various other franchise agreements.

Counseled and drafted agreements for the establishment of a packaging-manufacturing plant in the Middle East, supported by letters of credit.

Drafted a logistics supply agreement for a logistics service provided to a middle-market company.

Negotiated a nation-wide outsourcing agreement: data processing services for a major oil company.

Closed on the acquisition by a minority-owned firm of a mortgage banking company.

Represented a client in the acquisition of 50% ownership of a software/service company.

Counseled client in the acquisition of 50% ownership of a middle-market manufacturing company.

Represented client in acquiring a plumbing contracting firm.

Represented client in the acquisition of the remaining 50% ownership of a manufacturing and marketing company.

Counseled clients about the following, as well helped to structure and draft:

Numerous buy/sell and redemption agreements;
Complex contracts with suppliers and customers;
Employment and consulting agreements;
Distribution agreements;
Manufacturer’s representative agreements;
Union negotiations (with labor counsel participation);
Phantom stock plan (structure, documents, implementation);
Sale of minority and/or controlling interests;
Selected anti-trust concerns/actions;
Hart-Scott-Rodino compliance;
ERISA fiduciary compliance (usually with ERISA counsel participation);
Independent contractor agreements;
Leasing agreements;
Co-generation agreements;
Joint venture agreements;
Licensing agreements;
Legal opinions about validity/enforceability of documents—under the Silverado Accord and under traditional formats;
Entertainment and literary management and agency agreements;
Professional performance agreements;
Complex escrow agreements; and,
Insurance coverage opinions.