A venture capital client, a former Vice President of a Fortune 100 company, sought advice on the acquisition of a chemical business that was moving from the laboratory to the manufacturing phase. We were able to help him find financing, structure a transaction, negotiate a favorable purchase agreement for the business and obtain government consent to assignment of government research contracts. As his business progressed and his need for research and development money increased, we were able to help him structure a basis for additional financing, and we were instrumental in finding additional investors. When the process had proved commercially viable and a backlog of orders sufficient to demonstrate the viability of the business had been established, we were able to negotiate a sale of the company to a Fortune 500 company at a price that gave investors an extremely favorable return.
The Firm handled all aspects of the sale of a world wide business that was operated as an unincorporated division of one of our client’s various subsidiaries. This work included charting the negotiation strategy, negotiating the terms of the sale, providing due diligence material for the operations on three continents, handling environmental, labor, retirement plan and tax issues in three countries, obtaining separate audited statements for the division being sold, obtaining U.S. and EU antitrust clearance, and closing simultaneously in three countries. We staffed the matter with three attorneys and two paralegals. The purchaser’s attorneys, large law firms, had over 14 attorneys and 9 paralegals working on the deal and relied on an outside firm for the environmental issues. Our approach gave our client greater control and continuity and lower costs.
One of our clients, a diversified privately held corporation, wanted to do a capital restructuring so that it would be in a better position for future growth. We worked with the corporation’s senior management on its strategic planning and enabled our client to accomplish its goal through a tender offer. Our client investigated the sale of certain assets so that it could acquire assets more in line with the areas in which it wanted to grow. We assisted both with the investigations and with the long-term legal planning.
Another client is a management group formed by three former executives of a major, mid-western corporation. We represented the management group in its acquisition of a heavy equipment manufacturing business located in Illinois. We also represented the group in connection with its other acquisition activities.
The Firm represented the founder and president of a company that was a wholly owned subsidiary of a public company. When the public company’s financial problems consumed all of its subsidiaries working capital, we devised a strategy to force a quick sale of our client’s business as a going concern, helped her find financing, and completed the financing agreements, all within a sixty day period that enabled our client to purchase the business while it was still in operation.
One of our high-tech client companies has been involved in the research, manufacture, marketing and distribution of new polymer products used for applications such as insulation, shock-absorption and cushioning. Products manufactured by the company have been used in ships, airplanes and in the space shuttle. On behalf of our client, we instituted a trade secret and patent misappropriation lawsuit. We were able to invalidate certain of the defendants’ patents and obtain a temporary restraining order and a preliminary injunction prohibiting the defendants from continuing to practice any of our client’s technology. The lawsuit was settled, with the defendants agreeing to a permanent injunction. Through our efforts, we also were able to persuade our client’s liability insurer to pay a significant portion of our client’s legal fees.
Another of our clients manufactures electrical switching equipment used in a variety of applications such as controlling the power supply to buildings or major pieces of equipment. We have represented it in a variety of matters, including a range of labor issues. In particular, we have negotiated its collective bargaining agreements. We also represented it in several discrimination charges, all of which were dismissed. In addition, we represented it as plaintiff in a lawsuit in which it sought a declaratory judgment of patent invalidity and non-infringement. We successfully obtained a judgment of invalidity on all significant patent claims on motions, avoiding the expense of trial.
We have successfully designed numerous professional services agreements and licenses for our high-tech clients to enable them to avoid protracted negotiations and allow them to focus on getting business in the door. We have also negotiated enterprise-wide license agreements on behalf of the purchasers of high tech services and software licenses, including assisting them in identifying the warranty and implementation issues that often get overlooked.
We have been involved in transactions and litigation with respect to all types of real estate, ranging from multi-million dollar single-family homes and condominiums to large industrial, commercial and residential real estate developments, including office and warehouse developments, hotels, motels and shopping centers. We have also advised clients with respect to 1031 exchanges.
Directors and Officers
When companies grant stock or stock equivalents to key employees, they must have an appropriate plan to maximize the motivational value of the equity granted and to retain the appropriate flexibility with respect to adding future key employees and other organizational changes. We have worked with both management groups and companies to address the issues involved in determining which equity-based compensation plan is most appropriate to motivate an executive management team, as well as selecting and designing the most effective plan for a particular organization. Among other things, we have focused on varying business exit strategies, including retention of the business for future generations and the related succession planning goals, and the importance of tailoring an equity-based compensation plan to maximize the value of the particular strategic plan of the business owners.
We have successfully negotiated many executive employment and separation agreements for high-level executives. For example, two Fortune Five Hundred companies created a new entity that they asked our client, a young executive, to head. We negotiated his employment agreement and included provisions to protect his employment from being terminated without cause (which we narrowly defined). We also incorporated provisions to enable him to terminate his employment with considerable compensation if the employer 'failed to maintain employment conditions.' When the employer brought in a more-experienced executive over our client's head, we helped our client trigger the failure to maintain employment conditions clause. He was able to collect approximately $600,000 under the clause – without the need for litigation.
One of our clients is a former director of a Fortune 500 corporation involved in the communications industry. The client and the corporation were two of several defendants in class-action securities litigation. We were able to secure a settlement in which our client admitted no liability and paid no damages.
Two other clients, officers and directors, as well as majority shareholders, of a food manufacturing, marketing and distributing company, were named as defendants in a lawsuit by former shareholders. The shareholders alleged that our clients and other defendants had violated the federal RICO laws, as well as various other federal and state laws. We were lead counsel for the defendants in a six-week trial that resulted in all defendants either being dismissed as to the RICO claims or found not liable by the jury. The jury also found the defendants not liable on several of the federal and state law claims. Although liability was found on some of the remaining claims, damages were awarded in a much lower amount than those requested by the plaintiffs. We then obtained the reversal of all of the verdicts against our clients and costs on appeal and defeated the plaintiffs' cross-appeal.
A client who was forced out of his business by his partner came to us over two years later to investigate the price that he was paid in his buy out. We found irregularities in the buy out and filed suit against the company and our client's former partner. In the course of the case we successfully handled an appeal to the U.S. Court of Appeals that established new rules for determining the limitations period for bringing securities actions in private transactions. We obtained a settlement for our client that increased the price paid for his stock by 1000 percent.
The Firm defended class action lawsuits brought against various mortgage service companies alleging that the companies withheld too much money in escrows, calculated rate adjustments incorrectly or otherwise failed to administer the loans correctly. While clients defended by other firms engaged in costly discovery, we were able to limit discovery, prevent most of the cases from proceeding as costly class actions and obtain dismissal of the other cases for our clients without payments in settlement.
A client boarding a plane at O’Hare Airport got involved in an argument with a gate agent. The gate agent had her arrested. We obtained a dismissal of the criminal charges against her. We then achieved the largest reported false arrest/false imprisonment jury verdict to date against a private company in Illinois.