Business and Corporate  Law

We regularly counsel clients on formation, financing, operation, maintenance, reorganization, acquisition, sale, divestiture, disposal, and separation of businesses and business assets.  Integration of drafting with our litigation practice means that our transactional work is done with a practiced eye toward preventing future problems or enforcement of agreements, if necessary.  

Expertise 

Our attorneys negotiate, draft, and provide consultation to clients of all sizes in connection with a full spectrum of transactions and agreements, including:  

• Agreements for architectural, graphic design, and museum planning and exhibition services 
• Asset purchase agreements 
• Book deals (author and publisher) 
• Business separations 
• Commercial lease agreements 
• Consulting agreements 
• Corporate acquisitions and sales 
• Dealer agreements 
• Distribution and franchise agreements 
• Employment agreements 
• Employee handbooks 
• Entity formation/dissolution 
• Financing transactions 
• Joint venture agreements 
• Letters of intent 
• License agreements of all sorts 
• Master services agreements 
• Management agreements 
• Memorandums of understanding 
• Non-compete and restrictive covenant agreements 
• Non-disclosure agreements 
• Non-solicitation agreements 
• Operating agreements 
• Prime and subcontractor contracts 
• Private placements 
• Professional services agreements 
• Promissory notes and loan agreements 
• Publishing agreements 
• Recording contracts 
• Sales, mergers, and acquisitions 
• Sales tax audits/sales tax counseling 
• Settlement agreements 
• Separation/severance agreements 
• Shareholders' agreements/buy-sell agreements 
• Shareholder and principal disputes 
• Software development agreements 
• Stock option/incentive plans and agreements 
• Stock purchase agreements 
• Supply agreements 
• Terms of use and privacy policies 
• Trade secrets 
• Web site development agreements 

Sample Matters 

• Representation of the largest employer in Baltimore in connection with the clearance and registration of trademarks and creation of licenses for software created by members of its faculty. 
• Negotiation and documentation of computer consulting and software development contracts and licenses for companies providing software and systems installation. 
• Structure and documentation of a joint venture between national architectural firms for large public works projects in the Baltimore Inner Harbor and at the University of Maryland at Baltimore. 
• Sale of a west coast software developer to an international manufacturer and distributor of designer eyeglass frames. 
• Representation of a publicly-traded technology corporation in a $65 million acquisition. 
• Representation of an engineering and technology company in the sale of its business to a publicly-traded company. 
• Succession planning for advertising agencies and architecture firms. 
• Countless sales and purchases of ongoing businesses, from ad agencies, to software developers, to nursing homes, to marketing research companies, to national security companies. 
• Acquiring businesses for clients from no purchase price to $150 million.