Corporate, Tax & Business Transactions
“Businesses, executives and owners, especially those operating middle market and smaller companies, tell us they like our strategic approach to their needs,” observed Lloyd Schmidt, Co-Chair of Hopkins & Carley’s Corporate, Tax, & Business Transactions practice. "Our professionals have earned a reputation in Silicon Valley and elsewhere for finding creative ways to address and solve the most important objectives first. That’s valuable to any business that can’t afford to spend a lot on lawyers but needs top-tier advice and representation.”
By drawing on the group’s highly regarded skills and years of experience, business executives and owners get help at every stage of their growth and development, and in all aspects of their businesses. The firm’s Corporate, Tax, & Business Transactions department, as Lloyd puts it, “covers a lot of ground, from basic corporate services to complex entity structuring and regulatory, security, and tax issues.”
Getting the deal done
In addition to entrepreneurs and early-stage enterprises, we serve a broad range of business interests, from high-tech to agricultural clients. These include private and publicly traded companies, high net worth individuals, investor-based and closely-held companies, partnerships, limited liability companies, corporations, and other leading for-profit and non-profit organizations.
Our focus is on advising businesses through the business life cycle: formation, financing, operation, growth, and transitions. Businesses rely on us for a range of legal services, including representation and advice regarding:
- Closely-held and start-up business formation, operation, and exit strategies
- Mergers and acquisitions
- Capital markets activities, including public equity transactions, debt financings, and private placements
- Securities law compliance
- Organizing, structuring and operating business entities, including governance issues
- Intellectual property protection and transactions, licensing and e-commerce
- Entity and transactional tax matters, including stock options and other incentive programs
Diverse clients with diverse needs
The size and experience of our group has its benefits. Chances are good that we know your industry and that we have dealt with your problems and needs before. That adds up to efficiency, cost savings and effectiveness.
We represent the many businesses that are a part of the complex business ecology and economy of Silicon Valley. Regardless of their industry sector, companies and business owners seek our counsel and support. These include technology and Internet companies, healthcare and financial institutions, food producers, manufacturers, software companies, licensed professional practices (including law, accounting, dentistry, and medicine), or public agencies, professional sports and other franchises.
One reason we cover so much ground so well is our ability to draw on the expertise of other lawyers in the firm and other professionals. “We use an interdisciplinary approach to your advantage,” Lloyd added.
- Represented Manchester Pharmaceuticals LLC in relation to its sale to Retrophin, Inc. (NASDAQ:RTRX) for $62,500,000. The transaction closed on March 26, 2014 and included complex tax, structure, and timing issues. Hopkins & Carley were brought in to provide tax and mergers & acquisitions expertise and worked with the client’s regular general counsel.
- Advised Payment Processing, Inc. (PayPros) in its sale to Global Payments Inc. (NYSE: GPN). Under the terms of the agreement Global Payments will pay $420 million in cash to acquire PayPros, inclusive of tax assets. In addition to the merger and acquisition issues surrounding the transaction, Hopkins & Carley also handled trademark, tax, and employee benefit issues that required review and analysis.
- An existing client of the firm—an on-line retailer with a strong domestic brand—wanted to grow internationally. In order to do that, it needed help registering and enforcing its primary and other marks in a variety of foreign jurisdictions. We developed strategies for how best to approach trademark issues outside the United States and succeeded in acquiring the targeted marks for the client’s new products and re-brandings.
- The management of a significant national provider of electronic payment processing services, relies on our lawyers to provide ongoing advice with respect to acquisitions, negotiating contracts with enterprise software developers and sales representatives in connection with implementation of the company’s overall business strategy, and in crafting and implementing stock benefit arrangements with the company’s employees and independent contractors.
- During the last ten years, Hopkins & Carley has worked with investors in the acquisition of multiple National Hockey League franchises. Our lawyers have helped ensure compliance with league and other tax and financial requirements.
- A first-time entrepreneur/CEO attempted to raise an initial round of financing without the assistance of counsel. One of the company’s strategic advisors, concerned about the potential liability for non-compliance with securities laws, introduced the CEO to our lawyers. Our team came up with a cost-effective and timely solution that allowed the investors to exchange their interests for new securities while preserving their relationship with the CEO. The company has since gone on to raise a second round of capital, including some of the same investors.
- A closely-held corporation in a service industry owned and operated different related entities in various states. The principal owner did not have a plan for succession or an integrated way to handle insurance, financial reporting or other operating costs and functions. Over a 12-month period, our lawyers worked with numerous allied professionals and advisors to plan and implement the consolidation of the entities under a single umbrella. The result was streamlined tax reporting, greater protection against legal liability and other simplified and more cost-effective operations.