Keegin Harrison’s business lawyers have extensive experience counseling entrepreneurs, emerging businesses, closely held and family businesses and mid-sized companies on a variety of matters relating to the structure and operation of their businesses, including advising clients on entity choice and the formation and governance of all types of business entities including sole proprietorships, partnerships, limited liability companies, nonprofit organizations and S and C corporations. We also frequently prepare buy-sell or stock restriction agreements for our corporate clients, as well as confidentiality and non-competition agreements designed to protect the intangible assets of our business clients.
Our corporate team is particularly skilled at guiding clients through a wide variety of business transactions, from the simple to the complex, such as mergers and acquisitions, secured financings, private offerings, recapitalizations and shareholder buy-outs. We represent clients in all aspects of such transactions including structuring and negotiating the deal, due diligence, drafting and negotiation of all necessary documents and closing.
We provide ongoing general outside counsel services for companies in a variety of industries, including real estate, health care, financial services, solid waste collection, technology, construction, consulting and marketing.
We also regularly provide counsel on corporate and partnership tax matters, advising clients of tax implications at each stage of our representation, from formation through operation to dissolution. Additionally, we have extensive experience with federal and state securities compliance issues, including securing exemptions and preparing notice and exemption filings.
Recent representative transactions include:
• Represented the buyer in connection with the negotiation and closing of the bulk purchase of multiple urban apartment buildings.
• Represented a major San Francisco financial services company in connection with the sale in multiple tranches of a majority membership interest to a publicly traded bank.
• Represented the seller in connection with separate sales of hospitals in Modesto, San Ramon and Redding.
• Represented the seller in the portfolio sale of eight skilled-nursing facilities.
• Represented the borrower in a redemption of HUD-guaranteed bonds and securitized loans, including related defeasances.
• Represented the seller in the sale of a software company.
• Represented issuers in multiple rounds of preferred stock financing.
• Represented the issuer in a complex recapitalization transaction involving interstate mergers and conversions and the redemption of preferred shares.
Adverse counsel with respect to the foregoing transactions included: Gibson Dunn & Crutcher, LLP (Los Angeles); Manatt, Phelps & Phillips, LLP (Los Angeles); Shartsis Friese & Ginsberg LLP (San Francisco); Goodwin Procter LLP (Boston); Debevoise & Plimpton LLP (New York); Allen Matkins Leck Gamble Mallory & Natsis LLP (Los Angeles); Robinson, Bradshaw & Hinton (Charlotte); Heller Ehrman White & Mcauliffe LLP (San Francisco); Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (Birmingham); Parker, Poe, Adams & Bernstein LLP (Charlotte); Morgan, Lewis & Bockius LLP (Philadelphia); White & Case LLP (San Francisco); and Wilson Sonsini Goodrich & Rosati, P.C. (Palo Alto).