Our Practice:
For more than 10 years, Coddan has distinguished itself as a progressive business law firm committed to the practice of breakthrough law. True to traditions, our company supports one of the most respected business & commercial law practices in the region.
Our lawyers emphasize tax structuring, management and control issues, exit strategies, foreign anti-competitive restrictions and technology licensing and participation. The unique business culture issues found in most strategic alliances, particularly cross-border ventures, require our particular sensitivities.
Corporate and Commercial Practice:
True to traditions as a business law firm, Coddan supports one of the most respected Corporate and Commercial practices in the region. Our lawyers have extensive experience in all facets of business operation, governance and transactions. We provide counsel throughout the life of an enterprise - from formation through disposition and every stage in between. Our firm advises clients in a wide range of manufacturing and service industries, from start-ups to multinationals located worldwide.
Through representation of a broad client base in service industries as well as manufacturing industries, our lawyers not only prepare documents and advise clients concerning complex transactions, but routinely counsel small businesses on virtually all of the legal problems they face.
Lawyers in the Coddan have the broad knowledge, diverse skills and seasoned perspective needed to identify and resolve the complex legal and business issues that arise in our clients' transactions.
Our practice encompasses mergers, acquisitions and divestitures, public and private debt and equity offerings, institutional lending, securitizations, leveraged leasing, structured finance, start-up and venture capital financing, leveraged buy-outs, joint ventures and other strategic alliances, real estate finance and partnership tender offers and roll-ups.
In working with us, you will find that we deal equally well with our client's day-to-day affairs and with the extraordinary opportunities and challenges that confront business people. Our lawyers are experienced in handling the wide diversity of transactions in the areas of manufacturing, technology transfer, financial institutions, energy, insurance, securities, communications, computer software, pharmaceuticals, corporate finance and mergers and acquisitions.
We work as a team with our clients and their other business and financial advisors to structure their transactions to meet tax, accounting, and regulatory requirements while satisfying long-term business objectives.
Our corporate lawyers are experienced in the formation of closely held corporations, limited liability companies, and general and limited partnerships, and we also actively advise owners of these entities regarding a wide range of transactions.
Typically, Coddan's lawyers are active in the preparation of minutes, contracts and agreements relating to planning for succession of ownership in a closely held business, as well as providing tax advice to maximize the benefits of ownership and minimize the effect of taxation on succeeding generations of ownership.
In many closely held businesses, the firm's lawyers are actively involved in estate planning for family members, which enables a comprehensive approach to advising family owned businesses.
Technology Protection and Transfer:
The firm's intellectual property practice is comprehensive, covering every aspect of registration, licensure, protection and defence. Our Uniform Commercial Code practice is equally sizeable, with heavy emphasis on sales and distribution agreements, purchasing and supply contracts, and standard terms of sale.
The firm represents a large array of clients in all sorts of matters relating to protection and transfer of important technology. Our attorneys apply for and obtain patents, trademarks and copyrights. They draft and negotiate the terms of a variety of confidentiality and non-disclosure agreements, patent disclosures, patent and know-how licensing agreements, employee invention agreements and employee non-disclosure agreements. The negotiation of licensing arrangements and the preparation of instruments for protection against surreptitious and unauthorized use of technology involves the firm's lawyers in several areas of the law, including computer law, international law and tax law. The experience of negotiating these agreements spans a wide range of service industry clients ranging from investment banking, insurance brokerage, construction, advertising and architecture businesses to retail sales, manufacturing, automotive, chemicals, pharmaceuticals, aerospace, agriculture and health care companies.
Securities:
Our lawyers are experienced in the formation of corporations, the issuance of securities and the qualification of these securities under applicable federal and state securities laws. This experience includes initial public offerings of common stock, private placements of a wide variety of equity and debt securities, venture capital financing and compliance filings with the Securities and Exchange Commission ("SEC") and various state securities administrators. Our experience includes advice and assistance regarding the issuance and marketing of taxable and tax-exempt debt securities as well as specialty securities such as warrants, options and puts and calls. Our attorneys have also represented broker-dealers and investment advisors and are knowledgeable in the regulations applicable to these entities and their lenders.
Our lawyers are experienced in the preparation of proxy statements for annual meetings as well as for contested elections.
Mergers and Acquisitions:
Coddan's mergers and acquisitions work is significant, both in scope and reputation. Our attorneys are adept at negotiating and closing transactions, guiding clients through significant ownership changes, and handling ongoing governance issues.
Firms enter into business combinations for a wide variety of reasons. Many are in need of additional growth capability, which can be supplied by new products, an infusion of capital or acquisition of new management; others are interested in a business combination to maximize shareholder value or to provide an exit for the ownership for retirement or business continuity reasons. Whatever the reasons for considering a business combination, the needs and goals of the parties should be examined by experienced financial and legal advisors to establish a viable action plan. As the outlines of this plan become apparent, expert tax advice is needed to determine the consequences of various alternative courses of action. Our lawyers work closely with clients to set a negotiating strategy which satisfies the client's goals and takes into account market conditions, the tax impact on all the parties and the financial condition of the buyer and seller.
The preparation and negotiation of purchase and sale or merger documents is a key step in any business combination transaction, but should occur only after the planning has been done and exploratory discussions have revealed the likelihood of consummating a transaction. At this stage it is critical to avoid an unintended commitment, such as a letter of intent or term sheet which results in a misunderstanding between the parties or becomes a source of litigation if the transaction is abandoned.
The variety of structures in the field of business combinations is virtually unlimited. Besides the usual mergers, spinoffs, asset acquisitions, stock acquisitions and consolidations, there are restructurings, leveraged buyouts, venture capital infusions, takeovers and a formidable array of similar structures often called by many different names. Our lawyers have experience in almost all of these types of transactions, are fluent in the vocabulary of the M & A world, and are knowledgeable in dealings with bankers, investment advisors, accountants and others who are typically involved in these transactions.
We represent buyers, sellers, intermediaries and management teams in all manner of mergers and acquisitions. Our lawyers have experience in public tender offers and mergers, private sales, corporate divestitures, leveraged buy-outs and industry consolidations.
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