Executing a business plan is integrally tied to a companys ability to navigate the maze of regulations and tax laws that affect its business. Wolff & Samsons Corporate and Securities Group provides the guidance and stewardship that enable a company to achieve its goals.

Attorneys in our Corporate and Securities Group handle a broad range of corporate and securities-related transactions for clients of all sizes, from small, closely held businesses to Fortune 500 corporations. The hallmark of our service is creative problem solving, informed by an intimate knowledge of each clients business as well as the industry in which the client operates.

Wolff & Samson understands that effective lawyering is not uncovering legal obstacles that stand in the way of achieving a clients goal, but rather devising cost-effective solutions to ensure a transaction is not derailed. Our Corporate and Securities Group attorneys are dealmakers; the Group is widely regarded as a leading practice in New Jersey, earning top honors in both Chambers USA: Americas Leading Lawyers for Business and U.S. News/Best Lawyers inaugural Best Law Firms rankings.

Our representation spans the full breadth of issues in this complex area of the law, including:

General corporate and business counseling Mergers, sales, acquisitions and recapitalizations, including management and leveraged buyouts, spin-offs and going-private transactions Formations, reorganizations and dissolutions Public and private offerings of debt and equity securities Sales and purchases of securities, including tender offers, initial public offerings and secondary offerings Financing transactions, including structuring deals with venture capitalists Corporate governance issues and compliance with the Sarbanes-Oxley Act Structuring and financing joint ventures, limited liability companies and partnerships Commercial contracts, including purchase, supply, distribution, employment, licensing, non-competition and confidentiality agreements Shareholder agreements, operating agreements and partnership agreements Compliance with and filing under federal and state securities laws and regulations Regulatory filings in connection with mergers, acquisitions and antitrust matters Franchising issues Preparation and filing of proxy statements

Our clients operate in many industries and include, among others:

Investment banks Equity sponsors Life sciences companies Real estate developers Engineering companies Manufacturers Distributors Software developers Retail chains Banks and commercial finance companies Companies in the solid and hazardous waste industries Hospitals, health care providers, provider organizations, physician practice groups, medical device manufacturers and managed care organizations.

In addition, attorneys in Wolff & Samsons Corporate and Securities Group work closely with colleagues in our Tax, Employee Benefits and Executive Compensation, Employment, Intellectual Property and other groups to address the related issues that often arise in the course of a transaction. This includes providing tax counseling and planning; negotiating employment and executive compensation plans, including stock options, phantom stock plans, pensions and other deferred compensation arrangements; and reviewing intellectual property rights and ownership.

PROJECT FINANCE

Wolff & Samson also has a broad-based project development and finance practice that works closely with our Corporate and Securities Group. Our attorneys provide legal advice and assistance in connection with structuring and financing a wide variety of projects, including cogeneration and resource recovery projects in the United States and Canada.

The firms project finance experience includes:

Project agreements and financing documents Regulatory matters concerning power purchase agreements Service and power purchase agreements QF certifications Fuel agreements Governmental approvals and permit review and compliance Federal, state and local environmental statutes and regulations Comprehensive real estate services Financings with underwriters, institutional lenders and public entities