The Nevers, Palazzo, Maddux & Packard Business Law Group brings technical excellence and industry experience to every matter without the associated cost structure of a large firm. Lawyers in the Business Law Group focus on helping our clients succeed in a competitive business environment by listening to client needs and concerns, understanding the client's industry, identifying risks and opportunities, and developing sensible and effective strategies and objectives in collaboration with the client and the client's other professional advisors. We advise businesses, public and private, large and small, at every stage of their growth and development. We also regularly serve clients as their outside general counsel, and have special expertise in business counseling and planning, mergers and acquisitions, entity formation and financings and shareholder and partner disputes.

Business Counseling and Planning

We regularly provide our clients with business counseling and planning on all facets of their transactions and operations. We act as a strategic business advisor to business owners, executives, general counsel and to other professional advisors, working collaboratively to identify and assess risks and opportunities, formulate goals and objectives and implement strategies and solutions. We prepare and negotiate agreements and contracts of all types including:

Buy-Sell Agreements
Distribution Agreements
Employment Agreements
Game Development Agreements
Independent Contractor Agreements
Joint Venture Agreements
Loan Agreements
Operating Agreements
Partnership Agreements
Sales Contracts
Software Development Agreements
Software Licensing Agreements
Stock Option Plans and other Employee Equity Programs
Stock Purchase Agreements
Stock Repurchase and Redemption Agreements
Subscription Agreements
Technology Licensing Agreements
Web Site Design and Development Agreements

When providing business counseling and planning services as outside general counsel, we consider all facets of our clients' unique situation, goals and needs. Most importantly, we learn as much as possible about our clients so that when situations arise, we can address all aspects of our clients' business in substantially the same way as in-house general counsel advise their employers. In order to further enhance the value and efficiency of our services, we regularly draw on the expertise of lawyers in our other practice groups, and collaborate with our clients' other professional advisors. This approach allows us to effectively represent our clients as their outside general counsel in a broad range of transactions and situations.

Mergers and Acquisitions

We represent sellers and buyers in connection with merger and acquisition transactions, structuring complex transactions, and counseling clients on smaller business combinations. Our expertise includes stock and asset purchases, mergers, leveraged buyouts and recapitalizations, as well as advising shareholders on alternative approaches to structuring the sale of their business.

Mergers and Acquisitions transactions often require legal expertise in dissimilar subject areas. Our lawyers rely upon an interdisciplinary team of the firm’s other practice groups and an outside network of professional advisors in related fields for assistance in areas such as antitrust, tax, employee benefits, intellectual property, real estate, employment law and regulatory issues. Our breadth, experience and access to other highly suited professionals allows us to efficiently and effectively manage a wide variety of transactions, regardless of complexity and scope.

Entity Formation and Financings

We represent companies in the earliest stages of development, creating a solid foundation upon which their business can build. We work with entrepreneurs to choose the proper entity, create a solid business plan and exit strategy, and document the relationships necessary for success. With clear objectives, we help early stage companies and their investors protect their business and investments, and avoid costly mistakes. We have extensive expertise in the formation and governance of corporations, limited liability companies, limited partnerships and general partnerships.

Our clients include individuals, startup companies, early-stage businesses, and established companies. We often advise our clients in connection with obtaining capital or investing in businesses, including initial rounds of financing from angel and venture capital investors, later-stage venture financings and investments by strategic partners and high net-worth individuals.

Shareholder and Partner Agreements and Disputes

Although entrepreneurs and family members enter into business ventures seeing eye-to-eye, over time challenges and disagreements can strain the business and threaten its survival. We assist clients in avoiding problems before they arise through good shareholder or partner agreements and experienced advice that often prevents disputes from arising or keeps disputes from escalating into disruptive litigation. We counsel our clients on resolving disputes, helping them to stay out of court and conclude conflicts in the most efficient manner possible. Some of the issues we advise on include buy-sell agreements, shareholder agreements, rights and obligations of shareholders, officers and directors, procedures to ensure that officers and directors discharge their duties in good faith, unfair or illegal actions, fraud, breach of fiduciary duty, trade secrets, unfair competition, non-compete agreements and confidentiality agreements.

However, when disputes have escalated to the potential detriment of our clients or their business, or when proposed settlements are limited or inequitable for our clients, the attorneys in our Business Law Group work closely with the experienced attorneys in our Litigation/Arbitration/Mediation Group to achieve a favorable and effective end result.

Recent Matters
Click on any of the following for examples of recent matters involving Mergers and Acquisitions, Business Counseling and Planning, Entity Formation and Financings and Shareholder and Partner Agreements and Disputes or visit our Representative Results section.

Please contact shareholders Don Palazzo or Rob Wynner for more information about the Business Law services offered by Nevers, Palazzo, Maddux & Packard.