Experience

We have broad and deep experience handling business law matters for companies, entrepreneurs, managers and families. We have listed below only a sampling of past client representations by practice area. Please contact us if you have any question about our experience with your particular needs.

Contracts and Agreements

  • Negotiated shareholder agreements concerning the formation, organization and control of corporations and other business entities.
  • Negotiated agreements for major business transactions, including mergers, acquisitions, alliances, joint ventures and exclusive licensing deals.
  • Negotiated commercial agreements, including for distribution, sales, supply, services, consulting and loan arrangements.
  • Negotiated intellectual property and information technology agreements, including for confidentiality, patent, trademark, trade secret, non-competition, software and outsourcing matters.

Corporate and Finance

  • Advised numerous companies regarding choice of entity, choice of jurisdiction, intra-group, transfer pricing, restructuring and dissolution arrangements.
  • Functioned as corporate secretary for stockholder and board meetings, resolutions, minute books and corporate maintenance.
  • Counseled information technology company with respect to its initial assessment of and planning for initial public offering.
  • Represented technology start-up in all facets, including shareholder agreements, business plan preparations, employment agreements, intellectual property protection and pilot funding/project agreements.
  • Negotiated several joint ventures by Tier 1 suppliers to manufacture high-performance parts for Toyota, Ford, Case New Holland and other OEMs.
  • Negotiated $20 million investment, research collaboration and distribution arrangements between pharmaceutical company and early-stage, Boston life sciences company.
  • Represented leading semiconductor company in all aspects of $25 million investment, as lead investor, research partner, supplier and licensee, at formation of start-up to develop, patent and commercialize spherical semiconductor and "clean tube" processes. Advise as to ongoing matters for purposes of its seat on board of start-up.

Dispute Resolution

  • Managed defense and settlement of patent infringement claims by direct competitor against printing chemical formulation company.
  • Represented factory automation company in domain name dispute involving worldwide trademarks containing well-known Japanese term.
  • Defended well-known watchmaker from procuring cause and accounting lawsuit by terminated sales representative.
  • Handled breach of letter of intent, asset purchase agreement, partnership agreement, purchase order, lease, no-compete covenant and other contractual lawsuits.
  • Represented securities firm in defense of accounting lawsuit by terminated partner.
  • Managed defense of citrus company from criminal and civil charges arising from intentional dumping of thousands of gallons of hazardous materials.

Environmental, Health and Safety

  • Managed environmental compliance programs, audits and corrective actions for all types of properties, including for factories, brownfields and a famous horse racing track.
  • Handled due diligence and risk management measures for business and real estate transactions.
  • Defended federal, state and citizen regulatory proceedings against manufacturers and distributors, including as to emission of pollutants from printing systems and robotic welding units, importation of hazardous substances, management of asbestos, labeling of chemical products and dumping of hazardous waste.

Executive and Employment

  • Represented Silicon Valley VoIP company in creation and administration of employee stock and option plan. Advised in negotiation of severance terms for president.
  • Advised auto parts company in subsidiary downsizing and closure issues, such as security, notice, severance and release matters. When executive from overseas parent could not make trip, personally visited subsidiary to announce and implement closing.
  • Assisted various clients in adoption of employment policies and handbooks and evaluating and responding to employee harassment and discrimination claims.
  • Negotiated employment agreement on expedited basis to retain valued sales manager who had provided notice of intent to leave to electronics company.

Intellectual Property and Technology

  • Negotiated many software and hardware consulting, implementation and outsourcing procurements for clients, including with Accenture, IBM, Oracle and PeopleSoft.
  • Represented telecommunications equipment company in acquisition of patents, trade secrets and know-how from Lucent for line of fiber optics components.
  • Counseled European geospatial software company in negotiation of software license and development project with In-Q-Tel, venture capital and R&D affiliate of CIA.
  • Advised numerous clients on programs and agreements to protect and enforce proprietary rights.
  • Counseled foreign trade agency on creation of trade promotion and partner matching website, including as to “clickwrap,” privacy and liability issues.

Licensing, Distribution and Sales

  • Represented numerous contract manufacturers in supply agreement negotiations with Fortune 500 OEMs.
  • Represented international distributor of high-tech equipment in negotiation, administration and termination of exclusive distribution agreements with leading U.S. makers of electronics manufacturing equipment.
  • Negotiated worldwide software non-competition, licensing and distribution arrangements for transaction required by U.S. antitrust authorities in connection with clearance of pending merger of leading semiconductor companies.
  • Advised various clients as to dealer relations, including for resale price maintenance, gray market goods, territorial disputes and cooperative marketing programs.
  • Represented foreign furniture company in negotiation of exclusive North American manufacturing and distribution terms with Canadian counterpart for office furniture line.

Mergers and Acquisitions

  • Negotiated and managed all aspects of $30 million acquisition by factory automation company of industrial control manufacturer and distributor unit of public conglomerate.
  • Managed all disclosures, supported HSR review and negotiated non-competition, product liability and intellectual property matters in $100 million sale to competitor of leading 3D-manufacturing and clean room automation software for customers such as Intel. Negotiated series of complex, global cross-licensing and distribution agreements.
  • Negotiated non-competition, intellectual property, environmental and disclosure terms in acquisition of proprietary adhesive formulations from General Electric sealant subsidiary.
  • Managed due diligence and negotiated product liability, intellectual property and environmental matters in acquisition of power tool company by a leading manufacturer of professional-grade lawn and garden equipment.
  • Represented manufacturer of Craftsman and proprietary brands of power tools and outdoor equipment in $300 million divestiture of U.S. operations. Responsible for all intellectual property and environmental matters, including sale of contaminated plants, as well as major closing and disclosure tasks.
  • Represented electronics distributor, largest stockholder, in all aspects of $25 million sale to Danaher group of supplier, a semiconductor equipment maker.

Product Safety and Liability

  • Advised manufacturer regarding investigation of alleged personal injuries from, and development of product safety, liability and recall measures for, FDA-regulated laser-based equipment system with alleged design, interlock, labeling and warning defects.
  • Represented several engine manufacturers as to development of CARB emission regulations and alleged violations of related permit and performance requirements.
  • Represented several automotive and consumer product manufacturers with respect to reports of possible defective or non-compliant product to agencies and recall and retrofit measures.
  • Counseled clients in establishment and marketing of chemical, laser, food additive, medical device, antibacterial container, graphic art, building material, youth furniture and other regulated product lines, including as to permissible performance claims.

Real Estate

  • Represented energy, chemical, waste management and manufacturing companies in public hearings for siting, zoning and permit approvals for new or expanded facilities.
  • Represented energy, chemical, waste management and manufacturing companies in public hearings for siting, zoning and permit approvals for new or expanded facilities.
  • Represented buyers, sellers, lessors and lessees of industrial, commercial and residential properties.
  • Counseled buyers, seller, lessors and lessees in transactions involving the remediation and management of brownfields or contaminated sites.

Wealth Planning and Protection

  • Arranged preparation of powers of attorney and advanced healthcare directives for individuals.
  • Counseled shareholders of family businesses regarding succession plans and arrangements.
  • Advised successful executives in preparation of basic wills, trusts and other estate plan components.
  • Counseled married couple regarding "Medicaid planning" in anticipation of long-term care needs of ailing spouse.