Hancock & Estabrook organizes and represents corporations, limited liability companies, joint ventures and partnerships. Our clients include privately held businesses as well as publicly traded corporations. We provide advice regarding corporate governance, shareholder relations, equity offerings, bank financing and mergers and acquisitions.
Our attorneys are not only experienced and knowledgeable, but also pragmatic and responsive to our clients' needs. Staying close to our clients' businesses allows us to respond in a timely and appropriate manner.
Business Formation
Hancock & Estabrook provides guidance to new ventures taking into account tax ramifications, financing methods, protection of intellectual property and strategies to attract, motivate and retain key personnel.
We are experienced in dealing with complex issues concerning partnerships, limited liability companies and corporations. We also counsel clients concerning business succession planning.
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.
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.
Mergers and Acquisitions
Hancock & Estabrook handles mergers, acquisitions, recapitalizations, reorganizations and leveraged buyouts for both public and private companies. In structuring transactions, we are always aware of tax, employment, environmental, pension, liability and related issues. We work with accounting, financial and other experts.
Securities
We represent issuers of private equity and debt offerings, including Regulation D and other exemptions to the Securities Act of 1933 and state "Blue Sky" laws.
Financing
We 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.
Representative Clients and Transactions
We recently represented clients in the following transactions:
- 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 foreign and domestic auto dealerships;
- Buyers and sellers of medical, dental, architectural, engineering and consulting practices;
- Management group in buy-out of large consumer products manufacturer;
- Developer of largest ethanol plant in eastern United States, including negotiation of finance, supply and distribution agreements;
- Large international developer/manufacturer of point of sale computer systems in negotiating manufacturing, distributorship, licensing agreements and joint venture relationships for international expansion;
- Local consulting firm in protecting intellectual property rights, negotiating publishing and international consulting agreements and expansion of operations; and
- Large regional insurance agency selling its business to a national bank.
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