CORPORATE, ACQUISITIONS AND
COMMERCIAL TRANSACTIONS

As Business Lawyers First®, we use our in-depth business experience in a variety of industries to bring unique value to PDH clients on corporate, acquisition and commercial transaction matters. Our clients encompass a wide variety of businesses and enterprises, including manufacturing, real estate, retailing, industrial services, distribution, software development, professional services, and non-profit.

We assist our clients on a daily basis with:

• Choice of entity
• Corporate governance
• Capital formation and financing
• Acquisition and sales
• Trade secret protection and intellectual property counseling
• Commercial transactions

ENTITY FORMATION AND CAPITALIZATION

It all begins with entity formation. PDH has helped clients throughout the U.S. structure, form, operate, and liquidate various types of corporations, joint ventures/partnerships and limited liability companies.

PDH also excels at capitalizing, financing and growing businesses through internal growth or acquisition. We add value by taking the time to learn your industry and management team; we pride ourselves on our understanding of your business and its challenges, culture and infrastructure.

MERGERS, ACQUISITIONS AND DISPOSITIONS

PDH attorneys have broad experience handling mergers, acquisitions and divestitures of privately held entities. These include management and leveraged buy-outs; acquisitions and dispositions of assets; stock sales and exchanges; roll-ups; dispositions of partnership and joint venture interests; and other similar transactions.

We understand the requirements of buyers, sellers, lenders, investors, management and employees, and can anticipate their requirements during negotiations to ensure that the preparation of transaction documents include representations, warranties, and covenants that are acceptable to the various constituent groups.

PDH mergers and acquisitions attorneys conduct due diligence reviews and are familiar with the concerns of a prospective buyer or seller of a business. They are also experienced in employee benefit and executive compensation issues, as well as environmental compliance matters and environmental risk analyses.

We are aware that major transactions can disrupt the operations of a company. Accordingly, PDH’s approach is to conduct the representation in a way that minimizes the time that senior management devotes to a transaction. Our mergers and acquisitions lawyers are experienced in and accustomed to assisting senior management in the post-closing aspects of an acquisition, such as bank loan covenant reviews, environmental compliance issues, and the prosecution or defense of claims under acquisition documents.

CORPORATE GOVERNANE

Our clients rely on PDH for legal and business matters relating to the governance and internal operations of a variety of commercial entities, including corporations, limited partnerships, general partnerships, limited liability companies, and limited liability partnerships. Among these matters are:

• Meeting requirements
• Securities issuance
• Authorization of actions
• Corporate veil issues
• Tax planning matters
• Contract issues
• Fiduciary duties and liability
• Indemnification and insurance counseling
• Equity holders' rights

COMMERCIAL TRANSACTIONS

For every business that PDH represents, our firm is involved in advising, negotiating and preparing the documentation for a wide range of commercial transactions. Our firm is commonly involved in the following type of commercial transactions:

• Trademark applications and licensing of intellectual property
• Contracting for products and services
• Distribution agreements
• Alliance agreements
• Advising and documentation for hardware, software, telecommunications, Internet, distribution, franchising and employee/consulting contracts
• Confidentiality and Non-Disclosure agreements

CORPORATE, ACQUISITION AND COMMERCIAL TRANSACTIONS SPECIFIC DEALS

In particular PDH has been recently involved in:

• Representation of founders in the formation and organization of energy company with $5 million in venture capital and mezzanine financing and $30 million in senior debt financing.
• Formulated and implemented recapitalization, revised ownership structure and simultaneous multiple city and state acquisition program for a firm client.
• Advising management team of publicly held engineering services company (annual revenues of more than $100 million) on obligations for internal controls under Sarbanes-Oxley.
• Represented passenger transportation company in connection with the geographic expansion through the acquisition of two businesses.
• Developed and executed complex corporate restructuring of ownership interests of limited liability company for tax and generation transfer issues.
• Negotiation and sale of a company operating division over 18 months for low eight figure purchase price.
• Representation of industrial services company in the successful acquisition of a new geographic and industrial based business.
• Representation of purchasers of an industrial services business.
• Multiple stock sale transactions for local general contracting company.
• Organization of multi-class stock corporation and subsequent acquisition of construction technology company.
  

Bartt G. Thompson,
Co-Managing Shareholder
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Douglas M. Cerny,
Co-Managing Shareholder
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