Our Firm functions as outside general counsel to a number of corporate clients. These clients range from entrepreneurs owning closely held companies to larger corporate entities that have determined to rely upon outside advice and expertise rather than, or sometimes in addition to, hiring a general counsel. Representation of such clients includes providing all aspects of corporate advice required or helpful in the operation of their respective businesses, including drafting the basic corporate documents, creating the corporate entities and affiliates, drafting and negotiating employment agreements and negotiating, structuring and documenting their more significant corporate transactions.

Our attorneys have been involved in many merger and acquisition transactions, both large and complex and small and straightforward. We are experienced in all forms of mergers and acquisitions, including stock, cash, leveraged buyout and asset transactions.

Our corporate attorneys also work closely with our tax and litigation attorneys on M&A matters. Recurring issues upon which we have advised include tax free treatment of consideration received, treatment of outstanding options and other employee equity interests, analysis of parachute tax issues, short-swing trading restrictions and other issues under the federal securities laws, and disposition of ERISA plan assets.

Examples of merger and acquisition transactions on which we have worked include negotiating and preparing documentation for the BondDesk acquisition of TIPS, Inc. and MuniGroup LLC., the LBO of Goldsmith Incorporated, the consummation of Masonicare Corporation’s acquisition of the stock of OMNI Home Health Services, Inc., the merger of Faro Pharmaceuticals, Inc., Sage BioPharma, Inc. and the divestiture of several divisions of the Balson Group Inc.

We have counseled many clients from their first “seed” capital offering through each of their subsequent financings, up to and including their initial public offering. Other clients have consulted us in connection with securities offerings at a later stage, after prior private or public financings have been consummated. In every case, our clients benefit from our experience advising issuers and underwriters on the issuance of debt and equity securities, both domestically and offshore. Our lawyers have advised on a wide variety of securities offerings, including registered public offerings in the United States, private placements and dual listings on domestic and foreign capital markets. We also have advised on the availability of exemptions from registration under the Securities Act of 1933 and the related rules and regulations. We frequently are asked by our clients to advise them on strategic issues in connection with public and private offerings of securities.

WMD represents a significant number of emerging companies as well as the institutions and individuals that invest in them. Thus, we have extensive experience with all types and stages of venture capital transactions. As a byproduct, these relationships have significant value for our clients. These relationships keep WMD attorneys close to the industry pioneers and sources of capital, who frequently play an important role in the development of new products and markets.

Examples of private equity financings in which we served as counsel include the issuance of preferred stock by clients such as I-Path, Inc., IPO.com, Inc., Data Synapse, Inc., Goldsmith LLC, Tradescape Corp., and BondDesk.com LLC to, among other investors, Greenhill Capital Partners, L.P., UBS PaineWebber Inc., Goldman Sachs & Co., Morgan Stanley Dean Witter Venture Partners, CS First Boston, Teachers Insurance and Annuity Association, and OrbiMed Advisors LLC.

Our Firm represents clients in a variety of joint venture and licensing arrangements, including technology swaps, licensing deals, sales and marketing pacts and international joint ventures.

The Firm’s corporate and tax attorneys have been actively involved in structuring and counseling a number of large private equity and hedge fund clients. These funds focus on technology, biotechnology, new media and emerging company investments.

The Firm has represented both lenders and borrowers in connection with commercial loan transactions, whether secured or unsecured. For example, we have represented The Bank of Tokyo-Mitsubishi, Ltd. in a number of domestic and cross-border credit facilities and counseled corporations in connection with acquisition financing to be provided by Bank of Montreal.

The Firm’s tax practice frequently involves working closely with the Firm’s corporate clients to resolve structuring, compensation, licensing and transactional issues in the most tax efficient manner. In addition, the Firm has been engaged by large financial institutions as special counsel to provide tax advice in particular specialized areas.

Our attorneys have wide experience negotiating and concluding employment agreements and executive compensation arrangements on behalf of both employers and executives, including stock option grants, deferred compensation arrangements and restrictive covenants.