The Gawthrop Greenwood business law practice is a mainstay of our firm. We advise and assist our clients with a full range of issues that arise during the life of a business. Along with our clients’ accountant, banker, insurance broker and other advisors, we strive to become part of the business team, providing the advice, counsel and support necessary to allow our clients’ businesses to realize their full potential.

Finance

Our lawyers assist clients with sophisticated financial matters in real estate, asset-based, and maritime transactions. We advise lenders and borrowers in a wide array of financial transactions, including:

Asset-based loans

  • Loans secured by collateral, including tangible assets, accounts receivable, financial instruments, or intellectual property

Real estate-based loans

  • Loans secured by a mortgage on real estate and assignment of leases

Construction and permanent financing

  • Loans used to finance construction of improvements to real estate and long-term financing upon completion of construction

Maritime transactions, including lease financing and chartering

  • Loans secured by a mortgage on a vessel or fleet of vessels
  • Lease finance transactions through charters

Private placement note purchases

  • Loans to emerging growth companies, secured by assets or convertible into equity

Participations

  • Loans funded by multiple lenders with each bank receiving a portion of the risks and profits

Refinancing and amendment of facilities

  • Loans used to finance existing debt on different terms

Loan workouts and restructuring

  • Modifying terms of existing debt to attempt to avoid foreclosure

We represent financial institutions, governments, public and private companies, entrepreneurs, venture capital funds and angel investors, developers, hospitals, and shipping firms. Our lawyers have extensive experience negotiating, structuring, and documenting financial transactions.

General Corporate Law and Governance

Our corporate law practice is diverse and represents a broad depth of experience with clients in various industries and geographic locations.  We represent clients in an array of general business matters, including:

Entity formation and structure

  • Corporations: S corporations, C corporations
  • Limited Liability Companies
  • General Partnerships
  • Limited Partnerships
  • Joint Ventures

Regulatory Compliance Matters

  • Compliance with federal, state and local regulations
  • Government contracts
  • Permitting

Compliance with fiduciary duty obligations

  • Board of Directors
  • Officers
  • LLC Managers

Majority and Minority Shareholder Rights in Small Businesses

  • Control Issues
  • Minority Freeze Outs

Employment Law

  • Executive Compensation
  • Employment Agreements
  • Non-Compete Agreements

Foreign Corporate Practices Act

  • Compliance with U.S. statutory requirements

Business Agreements

  • Consulting Agreements
  • Supply Contracts
  • Vendor Agreements
  • Intellectual Property Rights

Compliance with corporate governance regulations, statutes and guidelines

  • Board of Director Committees
  • Audits

Senior management, boards and in-house counsel depend on our skilled and experienced business lawyers for advice on corporate governance issues and best practices.  Based on our experience and knowledge, we advise our clients on managing their risk exposure.

We are an integral part of the client’s business team and strive to understand the goals of our clients in structuring their company and in structuring their transactions.

Mergers and Acquisitions

Gawthrop Greenwood attorneys regularly assist businesses and investors in merger and acquisition transactions.  Our clients range from start-ups to multi-national corporations in a wide breadth of industries.

Our attorneys have experience in the full range of merger and acquisition matters, including:

Asset sales

  • Work with sellers in preparing a business for sale
  • Due diligence issues for buyers and sellers
  • Documenting the transaction including the purchase agreement
  • Post-closing indemnification issues

Stock sales

  • Review tax implications of various transaction structures
  • Corporate and shareholder action necessary for authorizing the transaction
  • Advice on dealing with dissident shareholders
  • Documenting the transfer including stock purchase agreements

Joint ventures

  • Assist in creating new lines of business and forming strategic alliances
  • Negotiate and draft all formation documents including operating agreements
  • Advise on formation issues including asset transfers and shares of profits and losses

Private equity transactions

  • Equity and debt financing
  • Add-on financing
  • Executive compensation issues
  • Recapitalizations

Corporate governance issues

  • Advise on duties of directors/managers
  • Structure governance for new entities
  • Analyze and obtain consents and approvals necessary for corporate action

Our mergers and acquisitions team works closely with other lawyers in the firm to provide our clients with an integrated response which is customized based on the client’s needs.  Depending on the particular transaction, we may engage the firm’s experience in tax, real estate (including title insurance and lease issues), regulatory compliance, and collateral security issues.

We often collaborate as part of a transaction team with one or more of a client’s other advisors.

Our attorneys are able to efficiently and effectively work with clients with diverse needs and budgets in negotiating both simple transactions and those more complex that require a significant degree of experience.

Real Estate

Attorneys at Gawthrop Greenwood routinely represent clients in a broad range of real estate matters. Our clients include individuals, developers, large and closely held entities, commercial and construction lenders, school districts and non-profit corporations. Gawthrop Greenwood also has a thriving municipal practice in which we represent a variety of municipal boards and commissions. Whether it is a simple residential transaction or a complex multi-million dollar mixed-use or commercial project, our attorneys have the expertise and the experience to achieve our clients’ goals efficiently and economically.

We counsel clients on matters such as:

Acquisitions and sales

  • Purchase and sale agreements
  • Financing
  • Title analysis and insurance
  • Tax assessment appeals
  • Pipeline easements

Subdivision and land development

  • Municipal ordinance analysis
  • Plan development
  • State and local approvals

Zoning and land use

  • Special exceptions and conditional uses
  • Non-conforming uses
  • Re-zoning

Acquisition and construction financing

  • Commercial and residential mortgage financing
  • Commercial and residential construction financing
  • Permanent and take-out financing
  • CMBS/Capital markets/insurance company financing
  • Tax-free financing
  • SBA 504/7a financing

Construction and design professional contracts

  • AIA and other industry forms familiarity

Commercial leasing and property management

  • Office, retail, industrial and warehouse leasing
  • Lease-to-own transactions
  • Equipment leasing
  • Evictions and collateral recovery

Brownfields redevelopment and environmental matters

  • Act II brownfields remediation
  • Site-specific remediation
  • Clean-up cost indemnity and contribution
  • Environmental remediation insurance

Economic development incentives

  • Redevelopment Assistance Capital Program
  • HUD 108 loans
  • PIDA loans
  • Building PA financing
  • Tax credits
  • Other federal, state and local loans and grants

Condominiums and cooperatives

  • Organization
  • Financing
  • Association formation, governance and enforcement

Workouts and foreclosures

  • Workout and forbearance agreements
  • Loan restructuring
  • Deed-in-lieu transactions
  • Foreclosure and collateral recovery

Dispute resolution and litigation

  • Mediation and arbitration
  • All aspects of real estate and finance litigation
  • Quiet title and declaratory judgments
  • Eminent domain

At Gawthrop Greenwood, although we are proud to have worked with our clients to facilitate responsible growth and development throughout Chester County and the Southeastern Pennsylvania region, the scope of our real estate practice has taken us throughout Pennsylvania, Delaware, New Jersey and the United States.