Kiernan Herner represents select privately owned businesses involved in many different industries in all stages of their corporate life from start-ups to mature companies. We represent the companies started by entrepreneurs, the people and entities that invest in them, and the entrepreneurs themselves. We provide counsel to ongoing businesses in connection with their important corporate transactions including simple or complex financings, mergers, acquisition or sale activities, joint ventures and strategic alliances, and licensing.
For many of our clients, we provide an alternative to in-house counsel. The broad experience and business acumen of our lawyers gives us the ability to act as general counsel to privately owned companies dealing with the multitude of day-to-day business issues that arise, including contracts of all types, corporate governance, dispute resolution not involving litigation and compensation.
We represent individuals in connection with their dealings with businesses, as founders, investors, partners, managers, executives or consultants.
We provide advice regarding:
- Financing including
- Private Equity
- Venture Capital
- Secured and Unsecured Loans
The following is a sampling of the types of projects we have provided guidance:
Acquisitions and Dispositions:
Representing a Fortune 500 company in the divestiture of various subsidiaries located around the United States that were deemed to be non-core businesses. These businesses were readied for sale and, through both stock and asset deals, were sold in a series of transactions that netted the parent company over $500 million.
The acquisition of over 40 companies on behalf of affiliated clients where the primary growth strategy was product expansion and diversification.
Leading a multi-lawyer team of specialists in creating an auction for a venture backed technology business. The business was sold to a large public company resulting in sales price of 8 times trailing 12 month revenues.
The sale of a domestic food products company after dividing the company into two distinct entities, and then selling each entity to a different buyer.
Acquiring and selling businesses in the United States and abroad on behalf of domestic, family owned companies.
Commercial Real Estate:
Commercial leasing, representing either the lessor or the lessee, mortgage financing and the sale of commercial real estate (including associated environmental matters).
Negotiation and document preparation in all areas of practice including: purchase and sale agreements, merger documents, consolidation, transfer, sales, employment, severance, non-competition, investment, marketing and distribution agreements, letters of intent, service and sales agreements, joint venture documents, and licensing, shareholder and operating agreements, to name a few.
Representation of individuals and business organizations on employment, consulting, non-competition and severance agreements.
Advise and prepare employee option, bonus and equity incentive plans.
Counsel both individuals and business organizations in employee dispute resolutions.
Family Succession Issues:
Counseling and advising privately owned family businesses on ownership succession to future generations and the legal, financial and business issues associated with such transfers.
Recapitalization of a completed leveraged buy out using senior and mezzanine debt, and convertible preferred stock and warrants.
Representation of private equity firms in follow-on rounds of financing involving preferred stock and warrants.
For several different clients: senior, subordinated, secured, mortgage loans and industrial revenue bonds in amounts ranging from $100,000 to over $45 million.
Traditional bank financing including a $40 million term loan and revolving credit facility provided by institutional lenders to a manufacturing business.
Formation and Corporate Governance:
Formation of corporations, limited liability companies and other legal entities, and the preparation of bylaws, and standard and special charters.
Preparation of stockholder, voting, partnership and operating agreements.
Ongoing maintenance of stockholder and other ownership records, preparation of minutes, consents, proxy materials powers of attorney and meeting documents.
Product design and exclusive licensing agreements for industrial products, computer services and programs, hotel amenity products and book publishing.
Licensing agreements for software, copyright, trademark, trade name and similar intellectual property rights.
Representation of an early stage venture fund in both initial and follow-on investments in technology companies.
Representing venture backed companies in raising capital, contracting and licensing technology and the myriad of issues faced by a fast- growing business.