Our corporate law practice represents a broad depth of experience with clients in diverse industries and geographic locations.

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

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

Our lawyers assist clients with sophisticated financial matters in real estate, asset-based and maritime transactions. We also have extensive experience negotiating, structuring and documenting financial transactions.

We represent financial institutions, governments, public and private companies, entrepreneurs, venture capital funds and angel investors, developers, hospitals and shipping firms.

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

Gawthrop Greenwood attorneys regularly assist businesses and investors in merger and acquisition transactions, from start-ups to multinational corporations, in a wide breadth of industries.

Our mergers and acquisitions team works closely with other attorneys in the firm to provide clients with an integrated response that is customized to the client’s needs. Depending on the 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 also collaborate as part of a transaction team with one or more of a client’s other advisors.

Our attorneys 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.

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

Every phase of a business’s existence is important, but often the choices made at inception and early in growth can impact the trajectory of that company. Having documents that clearly define rights between founders, key employees, and other entities is imperative to successful growth, as is collaborative but aggressive advocacy for the benefit of your company with your partners and funders. This is what Gawthrop does.

For over a century, Gawthrop Greenwood has counseled innovative and new businesses across industries. We assist our clients in the formation and start-up phase, navigating the legal and business challenges a new and growing business can face. In providing these services, our lawyers assist in:

• Achieving strategic vision, operating plans and projections
• Securing appropriate funding
• Finding, incentivizing and retaining the right management team
• Creating and protecting all the client’s assets, including intellectual property and brand
• Determining and implementing appropriate exit strategies

Often this includes counseling founders and entrepreneurs on how to position themselves and their entities for the greatest asset protection and tax benefit achievable in any sale, merger, venture funding, or the continued success of their companies.

In addition to traditional manufacturing, retail and service companies, our business lawyers have extensive background with new and emerging growth companies. Our attorneys have worked with many clients in the following industries:

• Life sciences, including biotech, medical device and pharmaceutical
• Software, medical information, technology and communications
• Transportation and energy, including significant knowledge regarding emerging transportation, logistics and clean tech companies
• Craft brewing, distilling and wine-making industries, including suppliers and producers
• Legalized and medical marijuana

Since its inception, Gawthrop Greenwood has represented various entities that provide traditional sources of funding for emerging businesses, including private equity groups and dozens of banks’ lending groups. In addition, Gawthrop has also represented various seed funding, angel investors, venture funds, and strategic buyers looking to invest in new and growing companies in the above markets. We have helped our clients partner with these funding sources, assisting in crowd funding, providing guidance working with incubators, seeking grants and tax credits, and various other nontraditional methods of raising capital and covering expenses.

The business attorneys of Gawthrop Greenwood have extensive experience in International transactions, spanning the globe from Asia, Europe, South America, Central America and Africa.

We assist clients that are non-U.S. companies or individuals entering or expanding in the U.S., as well as U.S. corporations and individuals expanding into the global marketplace. Our expertise includes:

• Joint ventures and partnerships
• Financing and investments
• Distribution agreements and other contracts
• Cross-border acquisitions and mergers
• Foreign Corrupt Practices Act
• Estate planning
• Global interests and investments

We have supported companies, individuals and operations in Brazil, Canada, China, France, Germany, Mexico, Peru, Thailand and United Kingdom .

You’re new to the cannabis industry, but your lawyer shouldn’t be. As one of the few Pennsylvania attorneys in private practice with a wide breadth of experience supporting the legal needs of medical marijuana operators, Gawthrop Greenwood partners Stephen J. Olsen, John Rafferty and their team have been serving the cannabis industry in Pennsylvania from the ground up. What began as compliance support for medical marijuana growers in operation after Pennsylvania issued 25 permits across the Commonwealth has now grown to due diligence services for potential investors, as well as support for employment law, workplace issues and family guardian disputes.

Now Gawthrop Greenwood’s inside-the-industry experience serves investors, permit holders, growers, operators, executives and other industry members for issues including:

• Compliance
• Contracts
• Litigation
• Department of Health Complaints
• Administrative Hearings
• Agency Interaction

Recently the Gawthrop Greenwood team shared its distinctive insights before the Pennsylvania Conference of State Trial Judges, noting that the firm is seeing legal changes on a daily basis surrounding Pennsylvania’s Medical Marijuana Act and its major issues including:

• Development of current medical marijuana law and regulations in Pennsylvania, and the risks they present in conflict with Federal Law
• Requirements and regulations governing medical marijuana growers and dispensaries
• Anticipated growth of the cannabis industry in Pennsylvania
• Medical marijuana issues that may result in litigation for growers, investors, employers and families
• The complexity of compliance requirements
• Due diligence on investing in the industry
• Navigating Department of Health hearings
• Employment issues, including employees testing positive for marijuana at work
• Transactional issues
• Municipal issues that arise when handling business, real estate and zoning for medical marijuana growers and dispensaries
• Educational institutions conducting clinical research

Pennsylvania is one of 33 states and the District of Columbia that has legalized marijuana for medical use, while marijuana continues to be illegal under Federal Law.