Corporate & Securities

At WMO, we act as counsel to a wide variety of public and private businesses ranging from entrepreneurial ventures to large, growth companies. We often act as outside general counsel to small businesses, which is a cost-effective and necessary aspect of maintaining and growing a business while avoiding pitfalls. The expertise WMO offers its clients in this area includes selection and formation of legal entities, securities compliance, mergers and acquisitions, trademarks, and sophisticated financial transactions.

Corporate Formation

WMO advises clients on choosing the correct business entity structure when they wish to start a new business, restructure or reorganize an existing business, or expand an existing business.

We provide guidance on the formation of all business entities, including corporations, limited liability companies, partnerships, limited partnerships, limited liability partnerships, limited liability limited partnerships, and sole proprietorships. We provide guidance to our clients concerning the tax and liability consequences of each business form. Our firm prepares all of the documents needed to form a new business entity, including articles of incorporation; partnership agreements; bylaws; tax and revenue registrations; operating agreements; shareholder agreements; employment agreements; employee manuals; severance agreements; and non-disclosure agreements.

Securities Compliance

We advise publicly-traded and private companies on securities law compliance matters.

We have extensive experience helping clients manage regulatory compliance and defending clients against government investigations and enforcement actions. We frequently assist private companies in raising capital in compliance with exemptions to the Securities Act of 1933 and the Investment Company Act of 1940.

Some of our services include: preparing private placement memoranda, filing Form D at federal and state levels for exempt offerings, managing disclosure issues; preparing and reviewing proxy statements; preparing annual and quarterly reports; advising officers and directors on compliance with respect to federal securities laws; issues relating to the Sarbanes-Oxley Act; advising companies regarding shareholder derivative suits; and advising companies regarding corporate law developments. We also advise boards of directors and officers with respect to fiduciary duties, indemnification matters, and D&O insurance.

Mergers & Acquisitions

We have experience representing a broad range of clients, including acquiring companies, selling companies, boards and committees, majority and minority shareholder interests, and partnership interests.

Our M&A work involves companies in a variety of industries, including healthcare, employment services, retail businesses, fitness industry, beverage industry, software industry, and engineering services.

We handle the preparation, negotiation, and review of business contracts, and have experience handling all aspects of M&A. Our attorneys advise clients on all issues relating to mergers and acquisitions, including: due diligence; leveraged buyouts; mergers and tax free reorganizations; private equity transactions and acquisitions; stock purchase acquisitions; and financial, tax planning, and regulatory compliance.

We can also handle any issue that arises in connection with M&A. For example, employment issues may arise concerning whether to change, eliminate, or consolidate the acquired company’s benefit plans. Also, governance issues may arise concerning duties owed to shareholders in hostile takeovers and leveraged buyouts. Further, environmental issues may arise if multiple properties are involved in the merger or acquisition.