Business Law

The Business Law Group at Connolly Bove Lodge & Hutz LLP includes attorneys that represent all kinds of clients–from multinational, publicly-held corporations to start-up enterprises.

Our practitioners are versatile and pragmatic. From the genesis of an enterprise to its ultimate disposition, our Business Law Group helps clients structure their businesses and provide counsel on various matters including: acquisitions, financing, debt collection, contract interpretation, employee relations, pension and other tax planning, and ultimate disposition of the business.

In order to meet the growing needs of our clients both domestically and internationally, Connolly Bove is a proud member of the International Lawyers Network, an association of independent law firms from around the world. This relationship provides our attorneys here in the U.S. the necessary networking tools as well as a platform to evaluate the increasing number of legal professionals emerging in unfamiliar territories.

Delaware Alternative Entity Law

Our Business Law Group routinely provides legal opinions on Delaware law concerning a variety of matters for corporations and alternative entities, including opinions in connection with significant national real estate transactions, M&A transactions and securities transactions.

Our experienced transaction attorneys negotiate and draft documents designed to achieve the goals of our clients. When litigation can not be avoided, we counsel our clients and prepare them for potential legal and business risks while aggressively pressing our clients’ claims, whether in court or through Alternative Dispute Resolution.

Our talented group has been recognized in many ways; for example two members of our Business Law Group, Collins J. Seitz, Jr. and Arthur G. Connolly, Jr., are members of the prestigious American College of Trial Lawyers. Additionally, many members of our group hold leadership roles in corresponding areas within the Delaware State Bar Association.

Utilizing professionals with advanced credentials and experience in taxation, real estate, public finance, labor and commercial relations, we marshal uncommon resources on behalf of our business clients.

Whether our clients choose to conduct business through a corporation, limited partnership, limited liability company, holding company, or business trust, Delaware law affords unique opportunities and flexibility not available elsewhere and Connolly Bove attorneys are keenly aware of them.

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Banking and Financial

Connolly Bove Lodge & Hutz LLP provides assistance and counsel in connection with a diverse range of legal matters relating to the creation, offering and administration of consumer financial products such as credit cards, lines of credit, mortgage, and deposit products by financial institutions, as well as in connection with other matters of general banking, financial institution and lender law and regulation.

We can assist national and state banks, thrifts and other institutions with:

• the development, creation, advertising, solicitation and ongoing administration of consumer financial products and programs
• the structuring, negotiation and creation of joint marketing agreements and affinity/co-branded agreements for many varieties of bank products
• the acquisition or sale of credit card and other consumer loan portfolios, and
• other transactional and contractual matters.

Our goal is to provide clients with explanations of the law and alternatives available for dealing with the issues at hand in a direct manner which is of practical use to the client in conducting its business.

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Financial Institution Regulatory

Connolly Bove Lodge & Hutz LLP’s experience further extends to providing research, interpretation, direct assistance and counseling on a broad variety of non-product specific banking law and financial institution regulatory matters.

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Financial Service Product

Connolly Bove Lodge & Hutz LLP is equipped to provide practical advice and assistance in connection with interpreting and complying with financial institutions’ regulatory requirements in marketing and servicing financial service products under a broad spectrum of ever-evolving federal and state regulation pertaining to consumer lending and/or deposits.

Services

Services can include providing research, guidance and assistance in the structuring, drafting and legal review of financial product advertising, telemarketing, product disclosures/terms and conditions, periodic statement forms, customer correspondence, billing dispute resolution, and related documentation.

Products may include consumer or business credit cards (secured or unsecured), unsecured installment or revolving credit, mortgage or deposit products.

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Transactional Banking

Attorneys at Connolly Bove Lodge & Hutz LLP have extensive experience in the structuring, negotiation and creation of joint marketing agreements, and affinity/co-brand agreements in connection with the offering of financial service products such as endorsed credit card, line of credit and deposit products.

Joint Marketing, Affinity/Co-Brand Agreements

Pursuant to such arrangements, an issuing bank or other financial institution agrees to offer and issue a financial service product (such as a credit card, unsecured line of credit or deposit product) either to the customer base of another financial institution, or to the customer base of a non-profit organization or commercial entity, typically on an exclusive basis. In either case, the issuing institution extensively employs the trademarks or service marks of its partner in offering and administering such program.

Such arrangements are attractive to financial institutions that cannot cost-effectively offer a competitive financial product to its customers, or that do not care to administer such a product. Non-financial institutions seek such programs as a way to increase the visibility of their brand, to build customer loyalty for their brand/product, and/or to garner additional income or funding for their organization’s charitable purpose.

In connection with such agreements, the affinity/joint marketing partner may already hold a portfolio of accounts for the products to be offered. Such portfolios are often sold to the chosen new provider as a feature of such deals.

Phases of Acquisition

Attorneys have also represented and advised lenders in all phases of such acquisitions, including the confidentiality agreement, responding to requests for proposal, portfolio due diligence, contract negotiation and drafting, interim servicing, change of terms (and related legal and marketing disclosures), and eventual conversion onto the buyers’ processing systems.

Specialized Experience

Connolly Bove Lodge & Hutz LLP can provide assistance in drafting and negotiating many forms of contracts which are typically entered into by financial institutions. They are aware of the special considerations and legal requirements which certain financial institutions may need to consider in structuring and drafting such agreements.

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Business Litigation

From the Firm’s inception by one of the nation’s foremost trial attorneys, Connolly Bove Lodge & Hutz LLP has stressed efficiency in case management, thoroughness in preparation, and trial presentation that is forceful and focused.

We recognize that our clients deserve aggressive advocacy, which must be balanced with prudent advice when our clients’ best interests are served by settlement, Alternative Dispute Resolution, or other non-litigation resolution.

We understand that determined representation of our client must not discredit the clients’ reputation or create additional unnecessary controversies or expense.

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Antitrust Litigation

Our practice includes counseling and litigation to protect our clients from antitrust and unfair competition claims.

We have also invoked the antitrust laws to protect our clients' rights and we have utilized our extensive knowledge of the antitrust-patent interface to gain greater flexibility in licensing transactions. Many of our litigations involve the antitrust-patent interface.

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Arbitration and Mediation

Connolly Bove Lodge & Hutz LLP attorneys have served as arbitrators and mediators in complex disputes involving intellectual property, corporate and commercial matters and federal securities.

Our attorneys have the breadth of practice and experience to assist opposing parties in resolving such disputes fairly and efficiently.

State-of-the-Art Facilities

Our state-of-the-art conference facilities in each of our offices provide an ideal setting for arbitration and mediation proceedings.

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Commercial Litigation

Our attorneys have appeared in cases across the state and around the nation litigating commercial issues, ranging from antitrust to insurance coverage and contract claims, and from real estate or environmental issues to replevin actions.

We approach every matter with the same dedication to our clients’ objectives. We provide counseling before and during the litigation to help our clients make reasonable business decisions regarding the matter.

Most litigation is conducted by a senior attorney and staffed with other well-trained professionals consistent with the needs of the case. Of course, when necessary, we routinely involve additional attorneys, particularly in complex litigation.

Discovery is usually conducted by the experienced attorney(s) who will try the case in order to ensure that discovery remains focused. We avoid needless and repetitive research and rely upon our intellectual property attorneys’ scientific backgrounds when technology issues are involved.

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Corporate Litigation

National Relevance of Corporate Law in Delaware

The Delaware General Corporation Law is widely recognized as America’s “national” corporation law. The Delaware Court of Chancery is recognized as the country’s preeminent corporate and business court and as a result, this Court is home to the Delaware Corporation Law.

Experienced Representation

We have represented corporations, directors, officers, and stockholders in many Court of Chancery suits, including class actions and derivative suits alleging breaches of fiduciary duty, contests for corporate control, corporate opportunity cases, stock appraisals, and challenges to mergers and other transactions.

We have represented clients in a number of important cases decided under Delaware’s corporation law.

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Information Security, Electronic Discovery and Records Management Group

Information management has become both a strategic business component and legal initiative. In particular, information security and data protection have become paramount concerns to many of our clients. Companies spend significant resources on both technology and protocol to protect their critical information from unauthorized access, modification or destruction.

Moreover, Sarbanes-Oxley and the changes to the Federal Rules of Civil Procedure have significantly expanded electronic discovery demands; substantial penalties for spoliation of evidence have made the problems with identifying, preserving, collecting, reviewing and producing electronically stored information issues of great concern for many of our clients.

With proactive record retention programs and reasonable planning, information management cannot only be manageable in terms of cost and manpower but our clients can significantly reduce their exposure for mishandling electronically stored information.

Services to Develop Secure Corporate Electronic Records Management Programs

Our Information Security, Electronic Discovery and Records Management Group helps our clients recognize and address the problems associated with information management in terms of information security, data protection and records management. We assist our clients in the development and implementation of:

• Policies and Procedures for compliance with laws and regulations that govern the security and integrity of corporate information including consumer privacy, financial data privacy and corporate trade secrets and patents especially in litigation or transactions involving multiple jurisdictions;
• Audit policies and procedures for protection of data from unauthorized access, use, disclosure, modification or destruction;
• Electronic Discovery Programs that provide common, consistent and defensible procedures for the identification, location, retrieval, preservation, review and production of electronically stored information with respect to litigation or regulatory investigations;
• Records Management Programs that meet current legal and business requirements;
• Information Preservation Programs for managing the discovery of electronically stored information in connection with a particular litigation or investigation, using a comprehensive methodology for preservation, data assessment and collection, data processing, review, production and defense of process; and
• Policies and procedures for addressing, in a reasonable and defensible manner, the historical accumulation of paper documents and electronic information.

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Insurance Litigation

In recent years, the Delaware courts have presided over many major insurance coverage disputes. Our attorneys have represented parties in many of those suits.

Our attorneys have handled litigation involving comprehensive general liability policies, directors’ and officers’ coverage, environmental coverage, property insurance, and life and disability coverages, among others.

We also have assisted clients to intrepretate insurance policies, thereby resolving matters without litigation.

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Business Planning

We make our clients’ business our own business; to that end, we continuously seek to foster the success of their business plans with advice, negotiation, design and long term business planning. We develop strategies to maximize our clients’ goals when drafting contracts and other documents, advising on the uses of Delaware corporate and business laws, evaluating tax strategies, guiding through the acquisitions and mergers and other strategic developments.

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Estate and Trust Litigation

When controversy arises, we are sensible in determining whether litigation is appropriate. While reasonable settlement is advisable, when this is not possible, we litigate with vigor, calling on our significant experience and resources in fiduciary matters.

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Estates and Trusts

Our Estates and Trusts practice is uniquely equipped to address our clients' needs in the transfer, preservation and administration of family resources. We counsel clients, of varying circumstances, in planning for the disposition of their estates and businesses.

Estate Planning

Whether our clients consider their situations routine or special, we assume a careful examination of all tax-related issues and family circumstances. We recommend and prepare documentation appropriate to accomplish our clients' intentions and address such matters as life insurance, multi-generation planning, beneficiaries with special needs, charitable trusts, private foundations, leveraged gifts, family limited partnerships, asset protection trusts and other special issues.

Estate Administration

In some circumstances, estate administration can be complex, difficult and even contentious. We advise executors, trustees and beneficiaries of their rights, duties and liabilities in connection with the post-mortem administration and distribution of property.

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Taxation

Business Taxation

The simplification of the tax laws is a noble but elusive ideal. As the business world has become more complex, so too have tax laws. Today, tax consequences affect every significant business transaction.

We advise our clients, with an emphasis on careful planning to minimize uncertainty, on all federal and state income, business and estate tax issues.

Business in Delaware

Delaware is the home to many domestic and international businesses. We advise clients around the world about the unique tax laws that make Delaware such a favorable location to conduct business.

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Commercial Bankruptcy and Creditors' Rights

The firm's Bankruptcy Practice Group represents local, regional, national and international clients in large and complex chapter 11 reorganization and liquidation cases throughout the nation. With experience that is both expansive and diverse, our bankruptcy attorneys provide prompt, zealous, practical and efficient representation consistent with each client's economic goals.

We primarily represent creditors, including lenders, landlords, equipment lessors, asset purchasers, insurance companies, trade vendors, contractors, government agencies and municipalities, and bondholders. Our attorneys have served as counsel to official and unofficial committees of unsecured creditors and equity holders in many cases. We also serve as primary, special and local counsel to debtors.

Our practice extends to all bankruptcy related matters including debtor-in-possession financing, cash collateral disputes, asset sales, real estate and equipment leases, reclamation and other UCC-based claims, objections to claims, and other matters that frequently arise in bankruptcy cases.

Bankruptcy Litigation and Negotiation

We represent our clients in bankruptcy-related litigation. We prosecute and defend actions to recover fraudulent and preferential transfers, motions for relief from the automatic stay and other contested matters. In these cases, we parallel negotiation with aggressive litigation to achieve an economically practical resolution for our clients.

Appellate Experience

We have extensive appellate experience, allowing us to successfully represent our clients to the conclusion of their cases, whether in the U.S. District Courts or the U.S. Courts of Appeal.

Non-Bankruptcy Creditors' Rights

Our bankruptcy attorneys also have extensive experience in non-bankruptcy creditors’ rights matters including assignments for the benefit of creditors, foreclosures, mechanics’ liens, replevin, state law receiverships and general collection matters.

Complementary Practices

The firm's Bankruptcy practice is complemented by other practices within our Business Law Group, such as commercial litigation, corporate and commercial transactions and commercial real estate, as well as the firm’s internationally renowned Intellectual Property Practice Group. This diverse expertise and experience provides our clients with complete representation for all of their business-related legal needs.

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Commercial Real Estate

We represent clients in acquisitions, leasing and development of real estate for industrial, commercial and residential purposes. We advise on the best organizational structure for the owner and operating entities and assist in transaction financing. We negotiate leases for offices, retail, commercial, and residential properties and represent property owners and tenants in resolving disputes through mediation, negotiation, or litigation.

Our firm is an approved title agent of Transnation Title Insurance Company, Commonwealth Land & Title Company and Stewart Title Guaranty Company.

 

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Commercial Leasing

Our commercial leasing practice group assists clients, landlords and tenants, their brokers and other advisors in negotiating and drafting leases and structuring lease transactions.

We understand the leasing transaction. Our expertise covers a wide range of commercial leases, including ground leases. While generally each lease is designed to address the specific type of property and the particular circumstances involved, at times we are called on to draft form leases which are more broadly applicable.

Counsel on Relevant Issues

We advise clients on issues involving the construction of improvements by the tenant or landlord, permitted and restricted uses, maintenance responsibilities and standards, insurance obligations, casualty restoration, condemnation rights and remedies, percentage rent, rights to sublet and assign, environmental obligations, financing concerns and the many other issues, both legal and financial, which come up in leasing transactions.

Litigation and Alternative Options

We frequently are involved in leasing disputes and provide advice on legal rights arising under a lease; or enforcing rights under the lease. We represent clients seeking recovery of possession or defending against recovery and collection. While we are prepared to litigate such matters, our attorneys proffer innovative solutions when customary procedures fail.

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Real Estate Acquisition, Development and Finance

The attorneys in our Real Estate Section are actively engaged in various aspects of commercial real estate acquisition, development and financing for purchasers and borrowers, sellers and lenders.

Borrowers

We represent local, national, institutional and entrepreneurial borrowers in negotiating acquisition or land leasing contracts, acquisition loans, acquisition and development loans, and construction and permanent loans.

Lenders

We also represent local and regional banks in lending transactions involving real estate. We are approved attorneys and agents for Transnation Title Insurance Company, Commonwealth Land & Title Company and Stewart Title Guaranty Company.

Counseling and Attention to Detail

In each transaction, we work with our clients to help them make informed business decisions. Our experience enables us to identify and to negotiate acquisition, development and underwriting issues with an appreciation for the degree of flexibility available to the parties.

We approach each closing with a combination of careful attention to detail and care in organization. Our goal is to ensure seamless, timely and uneventful closings in a cost effective manner and to minimize the likelihood of disputes and litigation.

Our land use attorneys obtain government approvals for zoning and subdivision plans.

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Securitized or Conduit Loans

Securitized or conduit type financing promoted by the larger lenders and securities firms has become more prevalent in the permanent loan market, both locally and throughout the country.

When representing borrowers generally in these securitized or conduit type financing transactions, we assist in the entire transaction from application to creation of the required Special Purpose Entity to documentation of the loan to closing.

National Network

When local law issues arise in non-Delaware real estate transactions, we call on our nationwide network of out of state counsel to assist.

Experience to Protect Client Interests

While securitized or conduit type financing transactions have a variety of attractive features, e.g., a more attractive interest rate and higher loan to value ratio as well as limited recourse to Borrowers, most tend to also reflect a lack of flexibility in certain critical areas. Our experience in such financing has provided us with the ability to quickly and competently negotiate and document a transaction that fulfills our client’s needs.

Delaware Law

Lenders and investors involved in these securitized or conduit type financing transactions across the country frequently call upon us to review and analyze business organization and commercial transaction documents and to provide our opinion on Delaware law and Delaware entities including limited liability companies, Business Trusts, limited partnerships and corporations. We draw on these transactions, hundreds per year, involving various types of properties with various ownership structures in order to help us meet our client’s needs in securitized or conduit type financing transactions.

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Corporate Law

Connolly Bove Lodge & Hutz LLP is equipped to address a broad range of sophisticated corporate matters and transactions.

We take a strategic approach to supporting the growth and success of our clients and work with them to help them define and meet their business objectives. We strive to provide our clients cost-effective and innovative solutions that are required by today’s highly competitive business environment.

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Antitrust Counseling

Our practice includes counseling and litigation to protect our clients from antitrust issues and unfair competition.

We have utilized our knowledge of the antitrust-patent interface to gain greater flexibility in licensing transactions.

We also have invoked these areas of the law to protect our client’s rights. For example, we have obtained many favorable decisions for our clients enjoining unfair competitive acts, such as copying of our clients’ distinctive product shapes (product configurations), packaging (trade dress), and names (trademarks).

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Corporate Finance and Securities; Private Equity and Venture Capital

Our attorneys counsel clients in connection with legal and business issues involved with raising capital.

Our lawyers have represented corporate clients with private placements and public offerings involving debt and equity securities.

We can provide assistance whether the client is an early stage entrepreneur, a company seeking to enter the public markets, an established company seeking to restructure its capital structure, an investor or an underwriter.

We can assist clients with federal securities law and regulatory matters, including registration issues under the Securities Act of 1933, reporting obligations under the Securities Exchange Act of 1934 and proxy solicitation issues.

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Corporate Governance

Connolly Bove Lodge & Hutz LLP attorneys have counseled clients on a full range of corporate governance and compliance matters under the Sarbanes-Oxley Act of 2002 and other applicable state and federal laws, as well as the regulatory requirements of the SEC, the New York Stock Exchange and the Nasdaq Stock Market.

These matters include advising clients with respect to board of directors and committee composition, practices and procedures.

Delaware Law

With our expertise in Delaware law, the Firm counsels Delaware corporations on routine operations and in extraordinary transactions, including issues relating to fiduciary duties, interested director transactions, corporate opportunities, defensive preparedness and stockholder rights plans.

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Delaware Corporate Counseling

Connolly Bove’s Business Law Group counsels Delaware corporations on corporate governance issues and transactions involving the Delaware General Corporation Law.

We regularly provide advice to corporations and law firms located outside of Delaware on the fiduciary duties of directors and officers, interpretations of the Delaware General Corporation Law, and a variety of corporate transactions.

Connolly Bove’s Business Law Group provides transactional advice on mergers, acquisitions, going-private transactions, financings, insolvency and bankruptcy matters, contests for corporate control, proxy contests, consent solicitations, stockholder meetings and other transactional matters.

In counseling boards of directors and committees on governance and fiduciary issues, we guide boards to comply with best practices under the Delaware General Corporation Law. This often involves members of our Business Law Group assisting with the formation and counseling of special committees, governance committees and audit committees in connection with interested director transactions, corporate opportunities and other potential conflicts of interest.

Influence Legislative Changes to DE Law

Members of our Business Law Group actively serve on the committee responsible for overseeing legislative changes to the Delaware General Corporation Law.

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General Corporate Services

The Business Law Group advises clients in all phases of a business’ existence. We help our clients determine the choice of the business entity, its formation and financing and preparation of related start-up documentation such as employment agreements and incentive compensation plans. We continue to advise clients through the growth of the business, including providing counsel on day-to-day management and operation of the business and directors’ fiduciary responsibilities.

In connection with representing public and private companies, we also counsel clients with respect to providing state-of-the-art certificate of incorporation and by-law provisions.

In addition to representing business entities, we represent boards of directors and their committees as well as stockholders. Our lawyers have worked extensively with investment bankers on a variety of matters, including in connection with fairness opinions, mergers and acquisitions, financings and other engagements.

Delaware Law

The Firm also provides legal opinions on provisions of Delaware law and the legality and consequences of corporate transactions under that law.

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Mergers & Acquisitions

Connolly Bove Lodge & Hutz LLP provides a range of services for all stages of the merger and acquisition process. Our corporate lawyers have represented public and private buyers and sellers, special committees, investment bankers, private equity funds, and individuals in negotiating merger and acquisition transactions.

We can structure and manage a transaction from its inception through the negotiation and drafting processes and counsel our clients with any related matters through the closing of the transaction.

The Firm’s lawyers perform all of the corporate, tax and securities aspects of acquisition and merger agreements, as well as preparing any proxy materials, and ancillary agreements such as escrow agreements, transition agreements and employment agreements.

We also have experience counseling directors on takeover preparedness.

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Delaware Alternative Entities

Delaware’s leadership in business law in large part is due to its laws governing partnerships, limited liability companies, Delaware statutory trusts (DST’s), and other flexible business entities. Pioneering legislation has made Delaware the domicile of choice for limited liability companies, limited partnerships and DST’s.

Flexible Structure of Entities

Investors can structure these alternative entities in ways not available to a corporation, in areas such as ownership rights, operations, management, profit distributions, tax treatment, and transfer restricitions. Delaware's altnerative entity laws grant maximum effect to freedom of contract and to the enforceability of partnership agreements, limited liaiblity company operating agreements and DST agreements.

Protection of Owners’ Assets

Delaware limited partnerships, Delaware limited liability companies and DST’s also afford a strong measure of asset protection to their owners.

For these reasons, many business entities have made Delaware their legal home including more than 500,000 corporations, limited liability companies and partnerships.

Knowledgeable Legal Counsel

Because these entities are so flexible, there is a great need for knowledgeable advice and careful drafting of documents. We recognize that each situation is unique, requiring the governing agreement to be tailored to the clients’ management structure, family setting, tax needs, and long-term succession plans.

Delaware law facilitates the formation of DST’s, which can be structured to be taxed as partnerships, corporations, or trusts, and which provide a vehicle for financing off the balance sheet. Delaware law also permits the formation of registered limited liability partnerships, whose partners are not personally liable for the negligence, wrongful acts, or misconduct of another partner.

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Alternative Entities and Joint Ventures

The use of alternative business entities that have a flexible structure and are designed to take advantage of tax benefits afforded under federal and state laws has increased significantly in recent years. This has resulted in the need for transactional attorneys capable of addressing the issues faced by general partnerships, limited liability companies, limited partnerships, limited liability partnerships, and statutory and common law trusts.

We regularly counsel partners, managers and trustees on the formation and governance of entities.

Our attorneys are experienced in the formation, capitalization, taxation and governance of alternative entities, including formation of such entities in connection with the creation of joint ventures.

Experience with Litigation

We also have extensive experience litigating matters relating to fiduciary duties, dissolutions and breaches of contract relating to the organizational documents of the entity.

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Delaware Opinions

We provide opinions under the Delaware General Corporation Law, and in the formation and maintenance of corporations and other entities such as limited partnerships, general partnerships, limited liability companies, Delaware Statutory Trusts and Delaware holding companies.

On Behalf of Lenders

We provide Delaware opinions to lending banks on major real estate transactions throughout the country whenever Delaware entities are used as the borrowing vehicle. On such large loan transactions involving shopping centers, office buildings, apartment complexes and the like, the lending banks typically require that their borrowers are newly formed, special purpose, bankruptcy remote Delaware entities, such as Delaware limited liability companies or Delaware statutory trusts. The lenders want newly formed Delaware entity borrowers to protect against prior liens. They want their borrower’s organizational documents to limit the borrower to the specific project, thus enabling the lenders to evaluate the loan strictly on the merit of the project, with no potential adverse involvement of other projects.

On Behalf of Borrowers

The Firm’s opinions group provides, on behalf of borrowers, suitably limited organizational documents, or they review or revise organizational documents originating from forwarding counsel, and then issue the formal legal opinions that satisfy all requirements of lenders’ counsel. The opinions are required by the lending banks in order to complete the loan transaction, and in many cases to enable the subsequent syndication of the loan by the original lenders.

The Firm’s opinions cover loans to single borrowers as well as loans to multiple tenant in common ownership groups assembled by some of the nation’s primary investment group syndicators.

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Other Business Law

Our Business Law Group would not be complete without the complement of various practice areas including Construction Law, Delaware Holding Companies, Employment Law, Government Relations, Not for Profit Organizations and Trust Litigation. These particular practice areas and the attorneys that represent them are critical to our clients who form and operate businesses of various industries and sizes.

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Construction Law

We practice all types of construction law, including

• Expedited bid protests on public works projects,
• Heavy highway litigation,
• Design defect and workmanship issues,
• General contract disputes and subcontractor issues,
• Mechanics’ lien enforcement,
• Miller Act cases, and
• Claims before the American Arbitration Association and state and federal courts.

Specialized Training

When engineering or other technological issues are implicated, we can seamlessly utilize the expertise of our attorneys who are trained in the particular discipline or technology involved.

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Delaware Holding Companies

Delaware offers tax-exempt treatment of corporations whose activities in Delaware are confined to the maintenance and management of intangible investments. Such Delaware investment holding companies derive their income exclusively from passive sources, which can include interest, dividends, licensing fees and royalties that are derived from the rights to use patents, trademarks, trade names, secret processes, and technical know-how, as well as stocks, bonds, notes, and debt obligations.

Tax Savings Opportunity

This tax exemption affords significant opportunity for corporations to deflect passive income to a Delaware investment holding company and thereby save state taxes that would otherwise apply to such income in the parent corporation’s state of domicile.

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Employment Law

Our employment law practice is continuously growing. We represent private and public employers and employees in litigation and arbitration involving discrimination charges, civil rights, contract disputes, misappropriation of employers’ property rights or business opportunities, restrictive covenants, and other aspects of employment relationships.

We also advise employers and employees on a wide range of non-litigation employment matters such as employment contracts, consultant arrangements, confidentiality, benefits, and severance.

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Government Relations

Delaware is a small state. Its government is noted for open process, accessible officials, fiscal responsibility, and bipartisanship.

Familiar With Government Processes

Many of the Firm’s attorneys are active in both partisan and non-partisan political and civic organizations. Others have served in federal, state, and local governments. We are familiar with the decision making processes at all levels of government.

Our knowledge, reputation and experience enable us to help our clients effectively present matters of interest before national, state and local governments.

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Not for Profit Organizations

While non-profit organizations face many of the same issues that private businesses face, non-profits are subject to more restrictions and increased public accountability.

Delaware Law

Delaware’s legal environment is an attractive one in which to form and domicile a charity or other non-profit organization. Delaware’s corporate, trust and commercial statutes, applied by a respected judiciary, enable non-profit organizations to operate with much of the same flexibility and protection that attract for-profit businesses to Delaware.

Clients with philanthropic goals likewise find Delaware an attractive jurisdiction in which to establish private foundations or donor-advised funds. Delaware law facilitates the formation and operation of these privately-run charitable endowments, which can provide immediate tax savings and long-term benefits to the family and to society at large.

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