Corporate, Finance & Business Transactions

Cole Schotz’s Corporate, Finance & Business Transactions Department has earned a reputation for its ability to handle a myriad of merger, acquisition and finance transactions at a very sophisticated level for both closely held and public companies.

We handle numerous mergers and acquisitions, and provide advice and representation to individuals and companies on securities law matters and in raising capital, both privately and publicly. In the financial area, we represent traditional lenders, venture capital investors and real estate funds in various types of corporate finance and lending transactions. 

Our corporate attorneys are not only called upon to provide representation in extraordinary circumstances. In fact, clients call us for advice involving employment, corporate governance, financial matters, consulting and other issues on a regular (and sometimes daily) basis.

We have significant experience and expertise in fields such as corporate finance, mergers and acquisitions, tax, corporate governance, securities, company valuation, intellectual property, licensing, franchising, business succession planning, and Internet and computer law.

Clients who have worked with the Corporate, Finance & Business Transactions Department appreciate the level-headed, practical approach which our attorneys employ when tackling matters.

General Business Representation

• Choice of business entity and related tax consequences
• Organizational documents, including stockholder, LLC and partnership agreements
• Employment, consulting and non-compete agreements
• Deferred compensation arrangements, including stock option, stock appreciation and restricted stock plans
• Compliance with federal and state securities laws
• Commercial negotiations
• Resolution of stockholder/partner/LLC disputes
• Family business planning and succession planning
• Business tax planning
• Joint venture agreements
• Software licensing
• E-Commerce

Mergers and Acquisitions

• Taxable and tax-free mergers and consolidations
• Asset acquisitions and divestitures
• Spin-offs of subsidiaries and divisions
• Leveraged buyouts
• Stock, LLC and partnership purchases and sales
• Tax-free exchanges

Corporate Finance and Securities

• Venture capital
• Private and public offerings of securities
• Business loan transactions

• The Cole Schotz attorney team did some heavy lifting while representing Hoboken Wood Flooring Corporation (“Hoboken Wood”) in the sale of its business to a Chicago-based fund. Hoboken Wood, the largest wholesale distributor of wood flooring in the United States, grew from a small New Jersey business into a powerhouse wholesaler with more than 600 employees, locations all along the Eastern Seaboard and an expanding universe of customers. For many years, Cole Schotz represented Hoboken Wood in various matters, including acquisitions and asset-based financing transactions. When an offer was obtained for the sale of the business, Hoboken Wood turned to Cole Schotz for representation. Unlike traditional stock or asset deals, the Hoboken Wood transaction was a “hybrid” deal which allowed the principals and the purchaser to obtain equity in a holding company that operates the main business entity. The transaction was carried out in an 11-step merger and consolidation process culminating in a two-day closing in Chicago. Because of the complex nature of the transaction, members, associates and paralegals from the Corporate, Tax, Real Estate, Environmental, and Employment Departments at Cole Schotz were involved in the matter, which took nearly six months – from the execution of a confidentiality agreement until the Chicago closing – to complete. The former principals of Hoboken Wood continue to operate and grow the successor company.

• Cole Schotz came to the aid of a family whose substantial assets were tied up in two private holding companies controlled by an estranged brother. The assets, worth in excess of $200 million, consisted primarily of publicly traded stock in a publicly traded company founded by a prior generation. Due to the control of the estranged brother, our client family was unable to enjoy any of the economic advantages of their substantial wealth. During initial negotiations, the publicly traded company’s Wall Street law firm offered a nominal settlement for our client’s interest in the public company, contending that we had “no chance” to break the holding companies’ control. Attempts by other holding company shareholders to break the complete domination of the estranged brother were totally unsuccessful. Our client was offered 10 cents on the dollar and told to walk away. Accepting the challenge, Cole Schotz’s Corporate, Finance & Business Transactions team kept the negotiations moving while the Litigation team commenced two lawsuits in New York state courts and disqualified the opposing law firm. Our adversaries quickly sought relief through negotiation. We secured a complete vindication and release of all our client’s assets. Using a combination of innovative tax techniques and opportunities, we were able to structure the final settlement to magnify the potential return to our client beyond their original expectations. Additional millions of dollars in tax savings were obtained. Instead of passively watching their estranged brother control their economic destiny, our client family has now received, in cash, the full economic value they had been seeking. For the first time in a generation, they control their financial destiny.

• When Suburban Propane, LP, one of the nation’s largest suppliers and distributors of propane, decided to restructure and divest its operations in the central part of the United States, it called upon Cole Schotz. We led the negotiations with Ferrellgas, L.P. through a staged series of transactions in which Suburban sold its retail operations at 21 locations in Texas, Oklahoma, Kansas and Missouri and, later, its operations at 19 locations in North Dakota, Minnesota and Wisconsin. These transactions were ultimately structured as asset transfers for an aggregate consideration of approximately $40 million. Once the overall deal model was structured, Cole Schotz analyzed each location to identify and negotiate the particular real estate and environmental issues presented. The real estate issues were complicated by the need to transfer fee titles in some cases, and approved leasehold interests in others. Although propane is not generally an environmentally sensitive material, the environmental compliance and exposures from other current and predecessor activities required careful planning and risk allocation. As these were active operating facilities, the transaction was also complicated by the need to provide for continuity of business operations while the tanker and other equipment fleets were transferred, along with the employees, at each of the locations. Because these operations were part of our client’s national organization, much of their administrative infrastructure was centrally controlled. This necessitated negotiation and implementation of transitional servicing arrangements while Ferrellgas transitioned the operations from Suburban Propane to their own administrative team.

• SEC Liberalizes Rule 144, Cole Schotz Docket
• What is a Series LLC?, Cole Schotz Docket
• Subordinate Lenders May Have Better Remedy Option, New Jersey Law Journal
• Form Contracts: Revising Them Now Can Save You Money Later, Meadowlands USA
• Indemnification Insomnia, New Jersey Law Journal