Practices
Technology

We provide full life-cycle representation for emerging companies in the life science, biotechnology, computer software, information technology, construction services, health care, and financial and professional services industries.

We work closely with our clients to create principled corporate governance and commercial transactional strategies for developing and bringing products to market.  We also assist our clients in structuring, negotiating, and completing financing, teaming, joint venture and M&A transactions intended to accelerate growth or provide liquidity to entrepreneurs and investors.  Our lawyers have significant expertise in negotiating and drafting strategic and transactional IP licensing, technology development, and technology marketing agreements and have completed venture capital transactions in the biotechnology, life sciences and IT sectors.

Representative Matters- Information Technology and Computer Software

  • Licensing counsel to industry-leading data translation software company
  • Transaction counsel to SaaS firm providing ERP reporting tools and workforce analytics solutions to Fortune 1000 companies
  • Lead counsel in commercial software licensing transactions with major Blue Cross/Blue Shield affiliates
  • Representing IT products and services firm on software licensing, systems integration, and application development matters
  • Counsel to leading eCommerce products and services firm on strategic partnerships, services engagements and software product development issues
  • Representing leading IT firm on transactional and partnering matters
  •   Corporate counsel to market-leading health care IT products and services firm
  • Corporate counsel to market-leading media software firm
  • Representing enhanced RF products and services company on licensing, reselling, and general transactional matters
  • Negotiating software product development agreements for supply chain management, property management, and medical practice management product vendors
  • Counsel to IT outsourcing and resource placement firm

Representative Matters – Life Sciences and Biotechnology

  • Advising emerging biotechnology and life sciences firms on acquisition of more than $100MM in early-stage and expansion equity financing
  • Counsel to early-stage life sciences venture capital fund on placement of $40MM in investment
  • General Counsel to venture-backed cancer diagnostic company
  • Negotiation of collaborative research agreements between emerging biotechnology companies and multinational life sciences firms
  • Advising clients on clinical research and investigation agreements to support late-stage clinical trials
 
Tax

We work with our clients to plan tax efficient structures for continuing operations as well as identifying the proper tax strategies for significant transactions. We also have expertise in managing tax controversies and corporate, partnership, and other business tax matters for our clients.

Representative Matters

  • R&D Tax Credit studies and audit assistance for Fortune 500, emerging and established IT and life sciences companies
  • Advise and counsel clients on corporate tax planning and structuring issues
  • Develop tax strategies to manage the tax impact of corporate mergers, acquisitions, spin-offs, split-offs, reorganizations, and other transactions
  • Representation of corporate clients on income tax and sales and use tax audits and controversies before state and federal agencies
  • Advise and counsel clients on operational financial and tax accounting issues and strategies
  • Develop and structure tax-efficient executive compensation and corporate succession strategies
  • Advise and counsel to clients on equity incentive and general incentive compensation matters
  • Structure special purpose investment vehicles, including domestic limited partnerships, offshore corporations, and family limited partnerships and LLC
 
Estate Planning

Our firm assists our clients with the creation of wills and trusts used in conjunction with an effective and prudent estate plan to protect your legacy and efficiently transfer wealth among the generations. We work with clients to minimize potentially adverse tax effects and create plans to manage that tax burden and ensure the efficient transfer of that wealth and legacy.

We also provide probate services, to help guide you through the complex process of settling an estate and are skilled in the creation of healthcare powers of attorney, advance medical directives, living wills and durable powers of attorney, critical to the development of a proper estate plan.

Representative Matters

  • Advising clients on Estate Planning and Wealth Transfer strategies
  • Representing clients on estate administration and probate matters
 
Litigation

We provide full-service litigation and pre-litigation services to businesses by representing clients before federal and state administrative agencies, and local and federal courts in Maryland, Washington, D.C. and Virginia and nationwide, as well as the US Tax Court and US Court of International Trade.  Our Litigation partners provide nearly a century’s worth of experience in trial practice representing companies on complex commercial, civil and corporate disputes with a special expertise in corporate governance and investor rights conflicts and labor and employment matters in state and federal courts and before state and federal administrative agencies.

Representative Matters

  • Counsel on corporate, civil, commercial, and employment matters
  • Tax litigation before the U.S. Tax Court and state revenue authorities
  • Representation of corporate clients in state and federal courts throughout the United States
  • Representation of corporate clients in arbitration under ICC, AAA, FINRA rules, and federal and state court mediation
  • During trial, won involuntary dismissal of a federal sexual discrimination law suit
  • Achieved summary judgment in a federal FMLA pregnancy discrimination lawsuit
  • Defended the deposition of the Chairman and CEO of a Fortune 50 CompanyÓ in a federal age discrimination lawsuit
  • Negotiated a precedent setting settlement of sexual orientation complaints
  •   Representing IT products and services firm in fiduciary duty suit against former corporate officer
  • Successfully representing  industrial services firm on corporate governance litigation against former director for theft of corporate opportunit
  • Representing boards of directors against shareholder disputes and derivative action

 

 
Corporate

We counsel established companies across a broad range of industries on all types of corporate and commercial matters, ranging from franchise agreements and commercial contracts to government regulatory issues, and corporate structuring, transactions, and governance matters.

Representative Matters

  • Counsel to market-leading multinational SaaS firm on $75MM acquisition by NASDAQ-listed purchaser
  • Counsel to selling principals of market-leading eCommerce software firm on $50MM acquisition by NASDAQ-listed purchaser
  • Counsel to market-leading wireless software provider in $50MM partial liquidity transaction with affiliate of major multinational private equity fund
  •   Counsel to entrepreneur/owner of market leading media software firm on $30MM acquisition by major private equity firm
  • Structuring recapitalization and reincorporation transactions for developing and established firms
  • General corporate counsel on governance, employment, commercial, acquisition, and operational matters to emerging and established firms in the technology, financial services, construction services, and health care industries
  • Structuring and negotiating multiple buy-outs of minority shareholders
  •  Advising established companies on working capital and strategic debt financings
  • Developing and implementing incentive compensation arrangements for emerging and established companies, including non-qualified deferred compensation plans, incentive stock option (ISO) plans, stock warrant programs, restricted stock awards, and phantom stock plans
Representative Matters- Mergers & Acquisitions and Financing Transactions
  • Counsel to participant in $1.2B publicly-financed joint venture transaction among market leaders in the chemicals industry
  • Lead counsel to multinational conglomerate on $800MM  acquisition of US-based manufacturing assets
  • Counsel to selling shareholder and strategic alliance partner on $580MM merger of NASDAQ-listed life sciences companies
  • Advisor to entrepreneur and founder of telecommunications firm on acquisition of $335MM in venture capital financing
  • Counsel to international airline on $300MM asset purchase transaction of US-sourced strategic assets and materiel
  • Counsel to investors in $100MM merger between US and German biotechnology firms
  • Counsel to technology firms raising in excess of $100MM in venture capital financing
  • Counsel to electric utility on placement of $75MM in senior debt financing
  • Counsel to market-leading multinational SaaS firm on $60MM acquisition by NASDAQ-listed purchaser
  • Counsel to selling principals of market-leading eCommerce software firm on $50MM acquisition by NASDAQ-listed purchaser
  • Counsel to market-leading wireless software provider in $50MM partial liquidity transaction with affiliate of major multinational private equity fund
  • Counsel to Venture Capital Fund on placement of $40MM in early-stage equity investments in technology firms in the life sciences, healthcare, biotech, materials technology industries
  • Counsel to acquirer on $35MM acquisition of national health care provider
  • Counsel to entrepreneur/owner of market leading media software firm on $30MM acquisition by major US private equity firm
  • US counsel to Canadian software firm on $15MM acquisition by NASDAQ-listed purchaser Counsel to healthcare IT services provider on $10MM sale of professional and consulting services business to NASDAQ-listed purchaser
  • Counsel to government and commercial contractor on $10MM sale of  engineering and technology services firm
 


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