Gibson, Gruenert & Zaunbrecher represents both private and public companies in a wide variety of corporate and commercial transactions. The firm represents entrepreneurs starting up their first ventures, established private companies working on their initial public offerings, venture capital and other institutional investor groups, and large public companies. Typical services performed on behalf of our corporate and securities clients include the following:
Corporate Governance:
Representation of the company at board meetings and shareholder meetings, maintenance of corporate minutes, and preparation of board and shareholder resolutions. Includes preparation of takeover protection measures such as rights agreements.
Executive Compensation:
Preparation of employment agreements, noncompete agreements, incentive stock option programs, profit sharing plans, phantom stock plans and other incentive compensation programs, intellectual property agreements and other agreements relating to executive retention and compensation.
Private Equity and Debt Transactions:
Representation of issuers and investors in connection with the sale debt and equity securities in private placements. Includes subscription documents offering memoranda, investor qualification documents, preferred stock agreements and all related blue sky compliance.
Mergers and Acquisitions:
Representation of private and public companies in merger and acquisition activities. Includes due diligence, negotiation and preparation of agreements, SEC reporting, FTC reporting and compliance, and related litigation.
Entity Selection and Formation:
Assisting business clients in the selection of the most appropriate and tax advantage entity for a given transaction, be it a limited partnership, an S corporation, a limited liability company or a standard C corporation. We routinely form new entities for clients throughout the United States, coordinate their administrative filings and work with the clients to maintain their good standing.
Loan Transactions:
We routinely represent clients both big and small in their business transactions with commercial and private lenders. We are experienced with loan agreements, private debt deals, mezzanine financing and many similar credit and financing transactions.
Contracts:
The firm's attorneys are experienced in the complete range of corporate and commercial contracts, from office leases to equipment leases, employment agreements to shareholder agreements, Buy-Sells, confidentiality and non-compete agreements and all other forms of contract required by the modern corporate client.
