Corporate and Securities

Rich May means business, from entity selection to deal completion, from savvy negotiation to resolution of disputes.

Our clients benefit from our 70 years of representing publicly held companies, private investors and visionary entrepreneurs.

Our corporate and securities attorneys structure the details of the organization and operation of corporations, limited liability companies, limited partnerships, joint ventures, business trusts and foundations. We have decades of experience in securities law, mergers and acquisitions, contracts, finance and antitrust. Our clients are the newest technology businesses, and the most established regulated industries, companies in high-tech and low-tech. They include energy giants, telecommunications providers, manufacturers, hedge funds and private equity investors.

We act as counsel in connection with leveraged buy-outs, public and private offerings, tender offers, venture capital, and private equity. We handle corporate reorganizations, recapitalizations, intellectual property licensing and transfers. We represent entrepreneurs and established businesses, lenders and borrowers in:

Mergers, Acquisitions and Divestitures:

• Analyzing and evaluating potential transactions
• Structuring and negotiating transactions for optimal legal and business results
• Preparing transaction documents
• Legal and business due diligence
• Compliance with Federal and state securities laws and regulations
• Hart-Scott-Rodino and other regulatory compliance and filings
• Managing pre- and post-transaction relationships with investors and
other finance sources, landlords and key customers and suppliers
• Advising on and negotiating post-transaction employment relationships

Intellectual Property (Entertainment, Copyright & Trademark)

• Development, purchase or license of software, patents, tradenames, trademarks and service marks, copyrights and other key intellectual property rights
• Preparation of trade secret, assignment of intellectual property rights, confidential information and non-solicitation agreements for employees, subcontractors and other third party relationships
• Partnership and co-development agreements
• Copyright and trademark protection, registration and enforcement
• Licensure of products directly to end-users through standardized licenses with restrictions on use, disclaimers and limitations of warranties and damages, indemnification, and the like.
• Master service agreements for implementation, consulting and other product related services
• Third party distribution relationships with resellers, OEMs, VARs and sales agents
• Source code escrow relationships

Executive Compensation and Workplace:

• Executive compensation agreements
• Equity and other incentive plans
• Employee Handbooks/Manuals/Policies
• Sexual Harassment, discrimination, wrongful termination and downsizing issues, including Massachusetts Commission Against Discrimination (MCAD), Age Discrimination in Employment Act (ADEA), Americans with Disabilities Act (ADA) and Chapter 151B
• Noncompetition, nonsolicitation, invention assignment and confidentiality
• Wage and hour issues and unemployment and disability benefits
• Labor-management relations and collective bargaining agreements
• Occupational Safety and Health Administration (OSHA)

Publicly Held Companies:

• Registration Statement/Prospectus and responses to SEC comments
• Coordinating underwriters, accountants, printers and others
• Exchange Act reporting compliance
• Annual and special stockholders meetings; proxy materials
• Advising directors, officers and investors on compliance with SEC requirements regarding stock ownership and transactions
• Advising Audit, Executive and other Board Committees
• Confidentiality, Insider Trading and Black-out Period Policies
• Regulation FD (Fair Disclosure) compliance
• Sarbanes-Oxley compliance