Private Companies

"They're terrific - they're very reliable and extremely responsive." "They have a deep understanding of our business." "I have found their work to be incredible."
Chambers USA, 2013, NJ and CT Corporate/M&A

We offer privately owned businesses the full array of legal services they require, delivered by a legal and paralegal staff that understands the financial and other challenges our clients face. Our clients want - and we deliver - rapid turnaround, premier quality and client-focused service and attention.

Services we render to closely held and family businesses include:
  • Formation of corporations, partnerships and limited liability companies
  • Stockholders and partners agreements
  • Employee compensation agreements, benefit plans and stock option plans
  • Acquisitions and divestitures of businesses and product lines
  • Debt and equity financing
  • Commercial contracts
  • Trademark and intellectual property advice
  • Real estate purchases, leases and financing
  • Succession planning and related estate planning
  • Litigation and alternative means of dispute resolution

Business Counseling and Transactions

Strategizing, negotiating, documenting and closing business transactions represents a significant part of the practice of our Private Companies lawyers. We answer novel questions every day. We offer practical advice, intended to facilitate, rather than hinder or delay, getting the deal done. The breadth of our firm's extensive experience with larger companies is available through our Private Companies group to assist you.

Business Succession Planning

For our clients who are owners of privately held businesses, a key part of estate planning focuses on maximizing economic and intrinsic value for all generations. This includes developing tax-efficient strategies for transferring ownership, recognizing competing interests among family members, assessing the advantages and disadvantages of sale versus retention, minimizing the impact of a transition on key non-family member employees and, most importantly, assuring harmonious long-term family relationships. The attorneys in our Private Companies practice group are experienced in assisting our clients to achieve these goals.

Just as the creation and initial expansion of a business enterprise present unique and exciting business challenges, the developmental stages of a business also provide exceptional and creative opportunities for estate planning. The attorneys in our Individual Clients practice group are skilled in advising clients in the identification and implementation of appropriate strategies.

Planning for Entrepreneurs

Attorneys in our Emerging Companies and Venture Capital practice group also work with investors in and principals of emerging companies on a proactive basis to focus on a variety of issues our experience has shown to be important. Among these issues are:

  • An early focus on maintaining control while transferring present value and future appreciation to younger generations
  • Planning for intergenerational control and related issues
  • Planning to minimize income, capital gains and estate taxes
  • Satisfying both personal and charitable goals through the use of a variety of charitable entities, including split-interest trusts and private foundations

Our clients may be assured that the resources of our entire firm are available whenever questions arise regarding intellectual property, emerging company or other corporate transactions, real estate, environmental, insurance, employee benefits or litigation issues.

Representative Matters

Day Pitney's Private Companies practice group attorneys have experience in a wide range of matters. Our representation of both venture capital funds and emerging companies in venture capital investments range from $500,000 to $100 million and include the following:

  • Representation of a fuel cell company in two rounds of preferred stock financing totaling $14.5 million and the subsequent initial public offering of common stock on the AIM market of the London Stock Exchange.
  • Representation of a seller in a stock sale in a modified auction for the business of a manufacturer of temperature measurement devices to the subsidiary of an NYSE diversified technology company.
  • Representation of the stockholders of a graphic information systems company in a stock sale to a subsidiary of an NYSE business information company.
  • Representation of a privately held nanotech company in two venture rounds of financing, raising a total of approximately $12.6 million.
  • Representation of a developer and manufacturer of optical fibers for minimally invasive surgery, based on a unique fiber technology for guiding high power laser light, in a $20 million round of private financing.
  • Representation of a software development business serving the equipment rental industry in multiple rounds of convertible preferred stock and notes.
  • Representation of an operator of skilled nursing facilities in its preferred stock financing.
  • Representation of a developer of technology products and services dedicated to enhancing online marketing in a $22 million first round private equity financing.
  • Representation of a major national affinity group in the formation and capitalization of an affiliate for a commercial venture.
  • Representation of a developer of secure, cashless, electronic commerce networking technology, targeted primarily to the fast food, gasoline and convenience store markets, in multiple rounds of convertible bridge financings.
  • Representation of a manufacturer of temperature measurement devices in 10 acquisitions over a period of six years.
  • Representation of an Israel-based fabless semiconductor company in its acquisition by a subsidiary of a NASDAQ-listed maker of computer chips, computer, networking and communications products.
  • Representation of a leading provider of on-demand medical record solutions in its acquisition of a provider of Internet-based medical records management solutions for hospitals and related financing.
  • Representation of a developer of membrane filtration technologies in its acquisition by the life sciences division of a global pharmaceutical company.
  • Representation of an antimicrobial technology company in corporate reorganization, establishing a secured credit facility and Series C and D preferred stock