Corporate Services

Mooney McGinn LLP (MM) focuses on the core legal services that businesses need to succeed and to keep their hard earned money. Our corporate clients are companies with concerns about tax issues, closely held businesses in all industries, technology companies with licensing of intellectual property issues, or companies with international business. Our lawyers have worked in successful law firms and businesses and have consulted to businesses at the highest level for many years. We are business lawyers with foundations in tax law.

The Corporate Services Group at Mooney McGinn LLP provides integrated, comprehensive corporate and tax legal services to organizations in all stages of development. Our attorneys have sophisticated experience at large and small law firms and businesses. Our experience gives us the ability to handle both standard and complex transactions for any sized company.

Our attorneys have in-depth knowledge of U.S. tax law and use the subtlety of that knowledge to represent the firm's clients with respect to all types and aspects of commercial transactions and business-related legal issues, including: the formation of a business; tax-free and taxable purchase and sales of corporate asset or stock; mergers & acquisitions; creation and operation of joint ventures and partnerships; private equity, venture capital, asset and real estate based financings; formation, management, control and taxation of intellectual property and digital rights management; the creation and maintenance of corporate governance documents and the preparation of all commercial documents.

Our attorneys have the expertise to assist all types of companies, from start-ups to closely-held businesses and international conglomerates, in meeting their day-to-day commercial and business needs. We are a full-service law firm, and we can quickly access the knowledge needed to provide full support and expertise in every aspect of our representation and develop the best solutions for our clients.

We provide strategic advice and technical assistance regarding all areas of corporate and business law for our clients, from initial organization through a variety of business transactions and on-going legal matters, including:

• New and existing business organization and structural issues
• Purchases, sales, mergers and acquisitions
• Closely held corporation issues
• Contract negotiation
• Venture capital financing
• Asset based financing and lending
• Franchise agreements
• Stock incentive plans
• Compliance with state, federal and foreign tax laws
• Compliance with federal and state securities laws
• Corporate succession planning
• Non-competition and non-solicitation issues

Representative Matters

Sales & Acquisitions

• Represented acquirer in purchase of assets of building supplies distributorship.
• Represented international business consulting company on tax-free acquisition of competitor, liaising and coordinating with German, Japanese, UK and French counsel, including migration of acquirer to Delaware for German tax reasons.
• Representation of owner-developer in real property acquisitions and developments, including the forming of entities to hold title, securing, negotiations and documenting the financing to acquire the properties.
• Representation of management/purchasers in private leveraged buy-out.
• Representation of private venture capital and "angel" round investors in acquisitions of debt, convertible debt and equity instruments in start-up, emerging and mature businesses nationwide.

Other

• Represented founders in business succession planning to key employees of large organization.
• Represented foreign investors in the tax advantage structuring of their acquisition of a large U.S. real estate interest.
• Structured, negotiated and documented numerous stockholder and succession agreements among the beneficial owners of corporations, limited liability companies, limited partnerships and Massachusetts business trusts.
• Preparation and filing of Registration Statements on Forms S-1, S-2, SB-2, S-3, etc.; proxy statements, 8-Ks, 10-Ks, 10-Qs, Forms 3, 4 and 5, and other forms required under the Securities Act, the Securities and Exchange Act, and the Trust Indenture Act.
• Formation of tax-exempt (501(c)(3), (4) and (6)) organizations and advice regarding compliance with regulations, the formation of new subsidiaries (both for-profit and exempt), for the undertaking of specific activities, and in accepting and documenting unusual contributions.
• Analysis of Unrelated Business or Trade Income ("UBTI") for investments by tax exempt entities.
• We are built on a business model that provides our business clients with direct and responsive access to experienced counsel in the areas of:
• Business Formation - choosing the right business structure is important for legal protection, access to capital growth and exit strategies. You want to have confidence that your selection of business entity best matches your business plans and potentially contains the optimal tax and financial advantages
• Business Transactions - buying and selling a business, contract negotiations, financing, formation, stock filings (by-laws, disclosures, etc.)
• Tax Advisory Services - business formation and stock ownership structuring, transaction planning and taxation, and federal and state tax litigation
• Closely Held Business - combining the business and personal needs of owners, family and companies in corporate, wealth management and estate planning and succession planning
• Technology Companies and Intellectual Property Licensing - negotiating financing, development and licensing of technology
• Entrepreneurial Services - We recognize that new and emerging businesses have a particular need to be able to anticipate, budget for, and minimize legal expense. Yet these businesses often have the same need as much larger businesses for quality legal assistance on a wide variety of issues
• International Practice - planning for tax issues for in-bound and out-bound investments, business immigration and exporting regulations
• Business Litigation - preparing for a range of business litigations

Why Choose Mooney McGinn LLP?

By choosing Mooney McGinn you will get individual and responsive service from attorneys who care about your issues and want to solve those problems as simply and inexpensively as possible.

The firm builds long-term relationships with our business clients and distinguishes itself by responding to the firm's clients' needs comprehensively, promptly and effectively.