Overview
Above all else, Johanson Berenson LLP considers itself to be a boutique business and corporate law firm. The term "business and corporate" law is generally used to indicate a specialized practice in those areas most likely to be encountered during the life cycle of a company. This would include matters beginning with the formation, growth, and financing of a business to the eventual exit strategy be that a merger, acquisition, ESOP transition, initial public offering, etc.

Our Services
The Firm serves as general and special counsel to a vast array of publicly-traded and closely-held companies, counseling, assisting in negotiating, structuring and documenting corporate, securities, merger and acquisition, financing and ESOP transactions of all types. Closely tied to this work is the Firm's support in other areas of law affecting business entities including: tax, litigation, executive compensation, real estate, environmental, government relations, joint ventures, intellectual property protection and labor and employment matters.

The following are just a few examples of the Firm's typical work in the general field of business and corporate law:

• Litigation
• Biotechnology
• Mergers, acquisitions, dispositions, leveraged buyouts and spin-offs of publicly-traded and closely-held companies.
• Employee stock ownership plans and related transactions ("ESOPs") and other employee benefit plans. As a matter of regular practice, Johanson Berenson LLP also structures, designs, negotiates and implements transactions involving stock options, stock appreciation rights and bonus, stock purchase and other employee compensation plans. The Firm provides regular counsel regarding fiduciary matters, executive compensation structures, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and compliance and record keeping matters, U.S. Department of Labor investigations, Internal Revenue Service audits, employee benefit claims and a myriad of other related matters.
• Public offerings of equity and debt securities of all types.
• Private placements, start-ups and placements of debt and equity securities.
• Representation of issuers, brokers, investment advisers and investors in securities law matters.
• Corporation law, including director and officer matters, fiduciary duty and stockholder agreements.
• Employment practices, employee agreements, consulting agreements, independent contractor agreements, protection of confidential information, non-competition and similar restrictive covenants.
• Institutional borrowing and lending relationships.
• Equipment leasing and secured financings of all types.
• Banking regulation (state and federal).
• Intellectual property ("IP") protection. The Firm's practice covers a broad spectrum of patent, trade mark, service mark, copyright and design rights, trade secrets, unfair competition, counterfeiting and domain name matters. The Firm advises clients on the identification, protection, use, exploitation and enforcement of intellectual property rights ("IPRs").
• Corporate reorganizations, recapitalizations and restructurings. The Firm regularly negotiates and effectuates acquisition and disposition strategies, including, but not limited to, letters of intent, merger and acquisition agreements, financing documents, underwriting agreements and placement agreements, stock and asset purchase agreements and buy-sell agreements. To view a summary of some of our recent transactions, click here.
• Business entity selection and formation. The Firm structures and establishes corporations, charities and charitable associations, limited liability companies, partnerships, limited partnerships, limited liability limited partnerships, joint ventures, trusts, business trusts and cooperatives and prepares the related documentation necessary to operate such entities. For a summary chart of business structures, click here.
• Contracts, franchise and licensing agreements. The Firm provides in-depth counseling with respect to technology and know-how transfer and joint ventures, including supply, distribution and agency agreements. Johanson Berenson LLP has structured, negotiated and closed licensing and franchise relationships for clients with Sears, Roebuck & Co., Montgomery Ward, Home Depot, Macy's East, Inc., Kmart, Lowe's, Hechingers, Owens Corning and Century 21.
• Estate and business succession planning. The Firm routinely completes the feasibility studies necessary to implement sophisticated estate and business succession plans.
• Tax exempt and nonprofit organizations.