Your company faces both great challenges and amazing opportunities. You have an experienced internal team to meet those challenges and seize those opportunities, but you need to know your outside legal team is as committed to your company’s success as you are.
Meet Schiff Hardin’s Private Companies Group.
Our full range of services and solutions is designed to help our private company clients succeed. Here are highlights of some of our areas of particular experience:
Corporate Governance and Organization
We have extensive experience in helping our private company clients determine how best to organize and govern their businesses. These decisions require a coherent assessment of the company’s goals regarding ownership, tax planning, succession planning, ease of maintenance, management resources, expansion opportunities, and other factors. Hence our inter-disciplinary approach that we work so hard to maintain.
We regularly advise our clients with respect to corporate governance matters, including preparing for and conducting shareholder and board of directors meetings, counseling of the board regarding strategic decisions, and defending against shareholder claims. For many of our private company clients, we serve as outside general counsel for these purposes, attending board meetings and working closely with owners and senior management to address the wide variety of issues they may face.
Mergers and Acquisitions
Schiff Hardin regularly represents private companies or their owners in acquisitions of other businesses or enterprises, both domestic and international, whether through mergers, stock or asset acquisitions or other combinations (including auctions), or as sellers in divesting their ownership interests in the business or one or more of its divisions or subsidiaries. Attorneys working on these transactions also have extensive expertise in public company acquisitions, private equity investments and financing deals. This exceptional depth and breadth of experience enables us to give our private company clients sure-handed advice throughout all stages of their transactions, regardless of size or type.
We are fully equipped to provide whatever services are needed to close the deal, but we understand there is life after the closing date; we help our clients “operationalize” the acquisition agreement and integrate the newly acquired company or assets into their businesses as seamlessly as possible.
Our Private Companies Group has represented numerous privately-held clients, across a broad range of industries, in restructuring their organizations to achieve a variety of business, organizational, management, tax and estate planning goals. These goals include:
- Providing for meaningful governance, transfer, and buy-out provisions to protect the value of the founder investment when bringing in new partners or investors
- Devising means for a smooth transition to the next generation of owners and managers, to sustain the founders’ vision and strengthen the company
- Realizing possible tax savings with a more tax-efficient platform, using pass-through entities where feasible
- Providing for long-term equity and equity-based incentives for key employees who are important to the company’s future
- Restructuring the company’s asset holdings to achieve economies of scale and operating efficiencies
- Establishing effective board governance practices and procedures, as the company grows and develops, including bringing in outside directors
- Achieving greater organizational and business synergies from a key acquisition or joint venture
- Protecting the wealth preservation and estate planning goals of the founders and shareholders, so they are harmonized with the company’s long-term business goals
We work with the client, its founders and management team, in bringing together attorneys from our corporate, tax, benefits, estate planning, and other practice areas as needed. This ensures that a comprehensive, thoughtful restructuring solution is devised that will harmonize, and in some cases anticipate, these various business, operational, and ownership goals.
Schiff Hardin has a long history of representing clients facing the unique challenges of owning and operating family-owned businesses. We analyze – and answer – questions relating to the most effective means of transferring control of the company to future generations, while considering the non-tax goals of the family.
We work with clients to devise effective strategies for management and control of the company and related employment issues involving family members. When appropriate, we assist in recapitalizing private companies to limit the value of the control stock in the hands of the parents for estate tax purposes, and permit them to pass on to their children the incremental increase in stock value, while enabling them to retain effective control of company operations.
For family-owned businesses, we can help create voting trust arrangements that facilitate preservation of control among family members. We can also help to design incentive programs for key employees that give them entrepreneurial motivation without sacrificing equity or voting control.
We assist private company clients in structuring, negotiating and documenting credit agreements and related arrangements to finance their ongoing business operations, without jeopardizing the continuation of control of the business.
Clients turn to us to help them determine whether to sell assets or issue stock to meet their capital needs.
Considerations include the implications of venture capital or other outside financing upon board representation and control and management of the business. Our team draws on Schiff Hardin’s extensive private equity experience when guiding clients in negotiations with venture capital firms to generate funds.
Employee Benefits and Executive Compensation
Schiff Hardin's employee benefits and executive compensation attorneys work with private company clients to determine which retirement and health/welfare benefits plans best suit their needs. Working together with our clients’ management teams and human resource professionals, we assist in the design and implementation of all types of equity-based plans, phantom equity or profit sharing arrangements, deferred compensation and employment agreements. Our counsel extends to analyzing benefit formulas, investment alternatives and procedures, as well as advising on issues of securities law and fiduciary concerns.
In addition, we advise private companies on compliance with the requirements of the Employee Retirement Income Security Act (ERISA), the Internal Revenue Code and other applicable statutes.
Labor and Employment
Schiff Hardin represents management in labor matters and employment-related litigation, and also counsels employers in a broad range of markets and industries on all legal aspects of employer-employee relations. This includes counseling companies on protecting their valuable business information and customer relationships through non-competition, non-disclosure and other agreements, as well as enforcing their rights under these agreements when former employees choose to violate them.
Our Labor and Employment Group works cooperatively with attorneys in our Executive Compensation and Employee Benefits Group to give our clients comprehensive assistance in every aspect of the employer-employee relationship.
Schiff Hardin trial lawyers have a proven track record for bringing commercial disputes to successful conclusions through trial, settlement and alternative dispute resolution methods. We know how to minimize surprises, in both results and litigation expenses, and settle cases creatively with outcomes tailored to clients' business needs. We are experienced in:
- Business and commercial torts, such as:
- Breach of fiduciary duty
- Business defamation and commercial disparagement
- Deceptive trade practices and false or misleading advertising
- Fraud and negligent misrepresentation
- Interference with contract and prospective economic advantage
- Misappropriation of trade secrets
- Invasion of privacy
- Unfair competition, breach of non-competes
- Securities litigation
- Disputes concerning distributorship and franchise agreements
- Disputes arising out of agreements for the purchase and sale of businesses
- Claims for breach of contract and breach of warranty
- Real estate leases, mortgages, and sale contracts
- Federal, state and local tax matters
All companies, regardless of size, must identify and protect the intellectual property that drives their business. Strategic plans, R&D, specialized tooling and software, confidential sources of supply, customer information – these are some of the types of intellectual property that can be key to the value and growth of private companies, whether they are startups or established entities.
Schiff Hardin's intellectual property attorneys offer a full range of services in domestic and international patent, trademark, trade secret and copyright protection and dispute resolution. We also are experienced in related areas such as advertising clearance, privacy, non-disclosure agreements and covenants not to compete, and franchisor/franchisee relations. Our IP lawyers regularly participate in private company transactions, in which intellectual property assets can play a central role.
We view intellectual property services as much more than filing papers and tracking deadlines. Our IP lawyers are advisors who work in tandem with private company clients to develop and enforce intellectual property rights with an eye to enhancing strategic value.
Day-to-Day Business Operations
Our role and the nature and scope of our corporate services vary with each client’s needs. Often, clients seek our advice in addressing the myriad day-to-day challenges of their businesses.
For clients with limited or no in-house counsel resources or whose legal staff is stretched thin, we partner with the business decision-makers to ensure that a private company's legal function contributes to the successful achievement of its business goals. In this role, we:
- Draft, review or negotiate business contracts
- Structure, negotiate and close transactions
- Design and implement corporate policy statements and procedures
- Advise on labor, tax, benefits, real estate or environmental issues that arise in the regular course of a company's business
We often serve as outside general counsel to guide businesses with respect to all facets of their operations. In all cases, our timely and cost-effective advice not only answers the question asked but also anticipates further problems and helps solve them before they can escalate.