Rutter Hobbs & Davidoff - Corporate & Finance

Transactional Services and General Counsel

Thoughtful planning and tactical implementation are the keys to successful transactions and corporate growth. Rutter Hobbs & Davidoff employs a comprehensive, practical approach in representing the best interests of privately held and publicly traded companies. Our proactive counsel combines extensive knowledge of the law with creative business solutions to drive successful outcomes.

Our full-service business model enables us to effectively represent our clients in structuring and closing transactions as well as serve as outside general counsel. We provide guidance and advice regarding the myriad details of corporate governance and business dealings, putting in place safeguards such as buy-sell and supply/distribution agreements to mitigate the possibility of future disputes.

Representative Engagements

Our Transactional Services

Mergers and Acquisitions

Sell-side and buy-side representation for stock and asset transactions
Majority and minority recapitalizations
Management and leveraged buy-outs
Representation of stockholders, board of directors, audit, nominating and other board committees
Acquisitions related to bankruptcy, receiverships and assignments for the benefit of creditors

Public Securities

Registration statements and disclosure documents
Initial public offerings, secondary offerings, Rule 144A offerings and Reg S offerings
PIPEs (Private Investments in Public Equity)
Reverse mergers and other APOs (Alternative Public Offerings)

Equity and Debt Financings

Preferred and common equity offerings, including angel, venture and private equity financings, and reverse merger transactions
High-yield debt and convertible debt transactions
Private placements
Commercial loan agreements, equipment finance, letters of credit, guarantees

Licensing, Joint Ventures and Strategic Alliances

Formation, operation and liquidation of joint ventures
Partnership, license and franchise agreements
Joint-ownership structures

Our General Counsel Services

General Corporate Counsel

Strategic planning
Day-to-day advisory
Guidance related to strategic events
Stock incentive, bonus and performance-based plans

Securities Compliance and Corporate Governance

Periodic reporting (Reports on Form 10-K, 10-Q and 8-K)
Sarbanes-Oxley compliance
Disclosure review
Annual meeting planning and proxy statements
Stock option and restricted stock plans
Rule 144 compliance and opinions
Section 16 compliance programs
Corporate governance planning and counseling
Independent Committee Counsel

Contracts

Supply, manufacturing, distribution, licensing, services, sales representative and consulting agreements
Product warranties
Standard terms and conditions
Employment agreements
Stock incentive, bonus, and performance-based plans
Nondisclosure agreements

Closely-Held Business Planning

S corporation / C corporation and shareholder agreements
Limited Liability Company (LLC) and operating agreements
Limited Partnerships (LP) and partnership agreements
Annual minutes / consents and compliance with state agencies
Dissolution of corporations, partnerships, and limited liability companies

Licensing, Software Development and Websites

Development, acquisition, licensing, integration and implementation of software and hardware systems
Project licensing, referral partner and reseller agreements
On-line terms and conditions, including sweepstakes and related contests
Privacy policies

Related Legal Services:

Contacts:

Benjamin Alexander
Andrew M. Apfelberg
Brian L. Davidoff
Richard L. Hong
Natasha Shabani
Richard Sweet
Joel Weinstein (practice group leader)