Corporate

Many businesses, large and small, rely on Hancock & Estabrook for business oriented legal services, advice and guidance. From start-ups to publicly traded corporations, from capital formation to sophisticated financings, from buying another business to selling a business as a result of succession planning, Hancock & Estabrook is the "go to" law firm in Central New York. Several of our attorneys have had senior level corporate officer experience in various fields. By understanding the business of the client and its needs, Hancock & Estabrook is able to factor business considerations into the legal services it provides.

Business and Capital Formation

Hancock & Estabrook provides guidance to new ventures taking into account tax ramifications, financing methods, development of equity, protection of intellectual property and strategies to attract, motivate and retain key personnel.

Hancock & Estabrook attorneys are experienced in dealing with complex issues concerning partnerships, limited liability companies and corporations, and also counsel clients concerning business succession planning.

Financing

The Firm represent businesses in financing transactions including:

• Acquisition financing;
• Equipment and lease financing;
• Construction loans;
• Letters of credit and surety contracts;
• Industrial development and other tax exempt bond financing;
• Subordinate and mezzanine loans;
• Convertible debt/equity transactions; and
• Loan restructuring and workouts.

Mergers and Acquistions

Hancock & Estabrook handles mergers, acquisitions, recapitalizations, reorganizations and leveraged buyouts for both public and private companies. In structuring transactions, attorneys are always aware of tax, employment, environmental, pension, liability and related issues. We work with accounting, financial and other experts.

Commercial Transactions

We counsel businesses in all types of commercial transactions. We have expertise drafting and negotiating agreements including:

• Sales and leases;
• Manufacturing and distribution;
• Franchising and licensing; and
• Protection and transfer of intellectual property.

Corporate Governance

We advise decision-makers of corporations and other business entities on matters including:

• Fiduciary duties and corporate governance;
• Structure and operation of boards of directors and management committees;
• Compliance with Sarbanes-Oxley Act;
• Retention of valuation and other experts;
• Retention and termination of key employees;
• Non-competition and confidentiality agreements; and
• Compliance with antitrust, franchising and other laws.

Representative Clients and Transactions

We recently represented clients in the following transactions:

• Formation and financing of an employee stock ownership plan (ESOP) and buy-out of over 400 equity holders of a corporation;
Shareholders of regional insurance agency in a stock for stock acquisition by publicly held national insurance broker;
• Publicly held Canadian conglomerate in acquiring United States water controls company;
• Franchisees in negotiating new locations with major food distribution franchisers;
• Buyer and sellers of medical, dental, architectural, engineering and consulting practices;
• Management group in buy-out of large consumer products manufacturer; Large international developer/manufacturer of point of sale computer systems in negotiating manufacturing, distributorship, licensing agreements and joint venture relationships for international expansion; and
• Large international developer/manufacturer of point of sale computer systems in negotiating manufacturing, distributorship, licensing agreements and joint venture relationships for international expansion; and
• Large regional insurance agency selling its business to a national bank.

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