Corporate

Marshall & Lueder attorneys advise large and small, domestic and multinational clients with the establishment, operation and expansion of their businesses and business endeavors. We have substantial experience serving as counsel to joint ventures, partnerships and strategic alliances and work with clients to help mitigate legal exposure, create market opportunities to support their respective desires and achieve desired economies of scale. We work closely with clients to identify and resolve myriad business, governance and taxation issues and track our engagements from pre-commencement to post-completion.

Attorneys in our Corporate Practice have extensive experience representing acquiring and acquired businesses and shareholders in various forms of business mergers, acquisitions and divestitures. We also counsel clients with respect to real estate, securities, labor, employment and other issues that arise when structuring business transactions.

As a part of the Firm’s corporate counseling, our attorneys regularly advise clients in the selection of appropriate forms of business entities, including corporations (“C” corporations and “S” corporations), partnerships and limited liability companies. We prepare and update all corporate organizational documentation including bylaws, operating agreements, shareholder agreements, shareholder and director resolutions and equity ownership certificates, to ensure proper corporate governance and entity integrity.

The Firm’s clients transact business in a wide variety of industries and include independent power producers, electric utilities, telecommunication companies, computer companies, investment banks, capital funds, retail companies, automobile dealerships, technology companies, health care companies, food service companies, construction companies, franchises, staffing companies, environmental services companies and real estate companies.

Corporate Practice – Representative Transactions
Domestic Transactions

Corporate Practice – Domestic
Lead counsel for a publicly traded company in its auction-based divestiture of multi-million dollar operating facilities in Georgia and Florida.

Lead counsel for investors in their acquisition, reorganization and operation of several staffing companies with operations in the Southeast.

Lead counsel for a publicly traded company in the financing of the acquisition of operating assets in Maryland, Virginia and Washington, D.C. for more than $3 billion.

Lead counsel for a bankrupt client in its $85 million divestiture of assets in Arkansas.

Lead counsel for Georgia’s largest erosion-control company in connection with the sale of all the assets of a subsidiary, strategic business development and corporate maintenance matters, the acquisition of two corporate competitors, and the formation of a $10 million joint venture.

Lead counsel for client in connection with the sale of steam and the leasing of certain real property and other assets to the American division of a French steam company located in Massachusetts.

Lead counsel for a publicly traded company in connection with its $979 million offer to acquire certain facilities in Pennsylvania and Ohio.

Lead counsel for a publicly traded company in connection with the joint development, financing and ownership of a $340 million project in Arkansas.

Lead counsel for a client in its $8.3 million acquisition of a limited liability company with facilities in Michigan and a limited liability company with facilities in Washington.

Lead counsel for a publicly traded company in connection with its auction-based sale of one of its subsidiaries for more than $180 million.

Representation of a publicly-traded company in connection with the negotiation and renegotiation of intellectual property and products and services agreements with various public and private corporations, including Microsoft and AOL; aggregate value of transactions over $500 million.

Lead counsel in the representation of a Georgia restaurant in connection with the strategic development of its internal corporate structure and its desired franchising goals.

Representation of retail chain with several locations throughout the Southeastern United States in connection with winding down operations and negotiation and settlement with 150+ creditors.

Lead counsel in the representation of multiple Georgia corporations in connection with their formation and organization and their eventual negotiation and purchase of national franchises.

Representation of various family trusts in connection with the structuring and implementation of family offices and the management of assets in excess of $100 million.

Corporate Practice – International Transactions
Lead counsel for a publicly traded company in its $25 million secured financing of a subsidiary in Curacao.

Counsel for a publicly traded company in its acquisition of an interest in a company in Trinidad and Tobago.

Counsel for a publicly traded company in its acquisition of a controlling interest in a utility operating on Grand Bahama Island.

Counsel for a publicly traded company in connection with its more than $3 billion acquisition of a company with operations throughout Asia which, at the time, was the largest-ever acquisition in non-Japan Asia.

Counsel for a publicly traded company in its $906 million acquisition of a German company.

Counsel for a publicly traded company in its $385 million offer to acquire a Hungarian company and its $470 million offer to acquire a Pakistani company, each of which were privatized by their respective governments.

Counsel for an Argentine company in connection with the refinancing of more than $25 million.

Lead counsel in a company’s sale of $235 million in stock of an English power generation subsidiary.

Representation of a publicly-traded company in connection with the formation, development and implementation of a $1 billion international joint venture with News Corporation, including the formation of subsidiaries in Canada, the United Kingdom, Australia and Holland.