Kessler Collins - Business Transactions & Planning


We represent a wide variety of businesses, both public and private, in transactions involving:

  • Joint ventures, strategic alliances, mergers, acquisitions, and dispositions. Our services include structuring and documenting transactions, equity/debt structuring, risk assessment/due diligence, and closings
  • Consulting with clients on various operational issues, such as labor and employment compliance and avoiding claims
  • Contract negotiation and preparation spanning multiple business areas, such as intellectual property, financial services, and all other types of business operations
  • Entity formation and maintenance including evaluation of optimum entity structure
  • Employee incentives including option plans and compensation

We utilize a collaborative approach with our clients, responding promptly, efficiently, and effectively. We strive to learn not only a client’s business but also issues that affect its industry. For clients without inside general counsel, we act as such when needed providing a broad range of legal services. We are also very comfortable working with general counsel in a wide range of capacities. Our goal is to work with a client’s current professionals such as CPAs, insurance brokers, bankers, and mortgage brokers; however, when the need arises for referrals, the firm has professionals with whom its attorneys have worked and gained confidence.

We take time to invest in our clients by providing services that enhance their business and increase their success. The goal of our attorneys is to gain in-depth knowledge of our client’s business to provide the most efficient and meaningful legal services.

We typically serve as “outside in-house counsel” for businesses throughout the United States in a broad range of industries and practice areas, providing assistance with the following legal services:

Overall Business Law Matters:

  • General corporate law and contract negotiation and preparation
  • Business dispute negotiation
  • Litigation, consultation, strategy, and discovery issues
  • Company governance, disclosure issues, and fiduciary duties
  • Choice of entity & entity formation
  • Compliance investigations
  • Corporate financing (debt and equity)
  • reporting and monitoring
  • Restructuring Securities

Intellectual Property and Technology Transactions:

  • Trademark, patent, copyright prosecution
  • Acquisitions and dispositions of all intellectual property
  • Intellectual-property licensing agreements
  • Software licensing agreements
  • “Software as a service” agreements
  • Master intellectual property and information technology agreements
  • E-commerce-related contracts
  • Intellectual-property issues, including maintaining registrations and handling disputes
  • Business process outsourcing agreements

Data Privacy:

  • Review products and services to identify and resolve privacy and data security issues
  • Data privacy litigation and emergency response counseling
  • Regulatory response and litigation surrounding collection/use of information
  • Privacy assessments for clients that handle customer or user information
  • Data breach and network intrusion responses
  • Handling regulatory investigations from FTC, FCC, and various state agencies

Franchise and Distribution:

  • Experience representing franchisees and franchisors in a variety of industries
  • Preparing & registering Franchise Disclosure Documents (FDDs)
  • Negotiating & drafting franchise and distribution agreements
  • Preparing, planning, and strategy regarding franchise “system” manuals and procedures
  • Franchise and distribution agreement enforcement
  • Franchise-related arbitration, litigation, and mediation
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