Corporate and Finance

Assouline & Berlowe represents entrepreneurs and businesses, whether private and public, from inception to divestment or dissolution, and throughout their entire business life cycle. Our firm’s corporate practice, established through the partners’ hundreds of years of business and legal experience, makes us well-positioned to advise on almost any business, corporate, or finance matter.

The Firm’s partners have been involved in advising clients in all types of entities (limited liability companies, corporations, and partnerships) in a broad range of different industries.

Transactions are the life-blood of business and commerce. The Firm is regularly called upon to handle business and corporate transactions of all kinds, including preparing agreements relating to mergers and acquisitions, purchase and sale agreements (for companies, as well as for the property that they own, such as real estate, and personal property). The Firm also represents clients in the preparation of the necessary security agreements and public financing statements that are necessary to protect our client’s rights. This may also include limited liability company operating agreements, shareholder agreements for corporations, partnership and joint venture agreements, and the formation of special purpose entities, which may be formed solely to hold specific assets. Our partners have extensive experience in planning, structuring, negotiating, and executing complex and high-value domestic and international business transactions.

Our partners can assist clients navigate down the road of securing debt or equity financing. In addition to corporate finance issues, they are experienced in private and commercial lending, secured asset financing and leasing, as well as structured finance and securitization. Venture capital and private equity is an increasingly important part of the practice area. We are prepared to help entrepreneurs, star-ups, and growth companies throughout the entire business life, including:

• confidentiality agreements
• consultant and independent contractor agreements
• engineering, procurement, and construction contracts
• letters of intent
• requests for proposals

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The Firm advises owners and business managers on nearly every aspect of corporate governance, management and operations, and government compliance. Assouline & Berlowe often act as “Outside General Counsel” to businesses that do not have in-house legal counsel. Similarly, where companies do have an internal legal function, we can assist with special projects and assignments; or where expertise particular to our firm may further assist that legal department.

“Preventative Lawyering” is central to our corporate practice. Whether counseling a new client, or client that has worked with the firm for years, our partners try to anticipate potential legal issues, and recommend appropriate safeguards. With comprehensive legal risk assessments and in-depth business and transaction planning, the Firm advises its clients in order to manage potential legal risks before they mature into legal problems. If a legal crisis does arise, our professional team, with hands-on experience in a variety of industries and businesses, will assist our clients in formulating and implementing practical and cost-effective solutions.

Our Corporate Practice aims to proactively assist our clients optimize their structural and functional legal postures. We know that every business is unique and has at its roots different personnel as part of its management. Therefore, each client has different organizational needs and operating challenges. Our partners are called upon to prepare and assist in the implementation of charters and bylaws tailored to each business’ specific corporate and operating specifications. We recommend the appropriate corporate structure and composition and advise with succession planning options.

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Our Firms’ partners conduct internal legal audits and investigations of a broad base of different legal needs, including intellectual property compliance programs, training for staff and management on changing and developing legal requirements that need to be addressed as they arise, and assessment of risk and prevention, relating to insurance coverage, and regulatory compliance reviews.

The Firm also advises clients with labor law related compliance issues. In particular, Ellen Leibovitch, the head of the Labor & Employment department, has trained business managers on issues of diversity, and workplace federal and state law regulations. Similarly, Ms. Leibovitch has provided training to companies as to sexual harassment policies and their implementation as well other workplace labor law compliance.

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As a result of the international business climate, the Firm is often approached by foreign nationals seeking to invest in U.S. based companies and real estate holdings. The Firm’s attorneys regularly counsel foreign nationals, investing in the U.S., on legal requirements to invest in the U.S. Moreover, the Firm is well versed in the Foreign Corrupt Practices Act.

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All the attorneys at the Firm have experience counseling clients on issues in this Practice Group. A few of the attorneys profiled in this group are:

• Carl H. Perdue, Senior Counsel and a partner in the Boca Raton office. Mr. Perdue has extensive experience with Europe and the Middle East.
• Peter E. Berlowe, the firm’s co-founder, has represented private and public companies and financial institutions, as well as entertainers, sports personalities, fashion designers, publishers, and manufacturers, and major airlines.