Corporate & Securities
Practice Leader: Susan J. King
Corporate Transactions
A legal team that understands your culture, business methods, goals and policies is a valuable asset to a growing company. We believe in gaining a complete understanding of our clients’ businesses, methods, culture and polices so that we can better assist clients in managing their relationships with their customers, suppliers, employees, consultants and agents.
Business Transactions
McCarthy, Sweeney & Harkaway provides transactional legal representation to a diverse portfolio of emerging and established businesses. Many of our clients utilize us as their outside general counsel to provide day-to-day legal services without incurring the cost of full-time in-house counsel. Others utilize the firm for specific needs, such as the negotiation of technology development or software license agreements, or for financing activities.
We work closely with our clients to craft agreements that give our clients the appropriate tools to conduct their business operations. Our business transactions team has assisted clients with the negotiation and preparation of a large range of business agreements for the development, licensing and/or distribution of our clients’ product and service offerings including:
- Agreements for the sale of goods and services
- Consulting agreements
- Non-disclosure and confidentiality agreements
- Teaming and reseller agreements
- Product and technology development, licensing and sales agreements
- Professional services agreements
- Contract manufacturing agreements
- Leasing agreements
- Employment agreements
The firm also provides counseling on:
- Business structuring, restructuring and governance
- Purchase and sales of businesses and lines of business
- Employment law issues and employment agreements
- Stock option plans and other employee "equity" arrangements, such as stock appreciation rights
- Day-to-day corporate obligations associated with running a business—including shareholder meetings, required annual corporate filings and corporate record keeping.
Mergers and Acquisitions
A properly structured deal considers much more than just price. Deal structure, including tax considerations, thorough due diligence, transition planning, anticipation of changing and unforeseen circumstances, proper documentation, and, where appropriate, post-transaction reporting and monitoring, are all critical to a deal's success.
We regularly manage transactions for established companies who are seeking to expand their businesses through acquisitions and strategic sales, and for experienced entrepreneurs who have grown their businesses and are ready to move to their next challenge. We also provide special support for clients inexperienced in buying or selling a business.
Our attorneys assist the buyer or seller in the negotiation and drafting of all documents necessary to complete the transaction including:
- Term sheets
- Letters of intent
- Due diligence requests and responses
- Purchase agreements
- Merger agreements
- Standstill agreements
- Bills of sale
- Assignment agreements
- Novation agreements
- Escrow agreements
- Non-competition agreements
- Employment agreements
- Other agreements ancillary to the transaction
Buy side or sell side, we work closely with our clients and their business and tax advisors to structure the transaction for the best possible business, legal and tax results—regardless of whether the transfer involves stock purchases and sales, asset purchases or sales or mergers.
Private Placements of Debt and Equity Securities
Companies which raise early rounds of capital without a vision of their ultimate financing structure often make critical mistakes that make them unattractive to later rounds of investors. For a young company with limited resources, the process can become overwhelming. McCarthy, Sweeney & Harkaway provides its clients with knowledgeable counsel to assist them in securing the most favorable financing terms possible. We have helped numerous clients raise private capital through private angel, venture capital, strategic and Regulation S offerings.
The firm's attorneys have extensive experience in negotiating investment terms and the preparation of all associated documentation, including:
- Investment agreements
- Registration rights agreements
- Shareholders and/or investor rights agreements
- All necessary filings to comply with federal and state securities laws
- Other related documents
