Project Finance

The firm counsels companies ranging from small, closely-held businesses to large public companies. Our representation spans the full breadth of issues in this complex area of the law including:

• General corporate and business counseling
• Formation, reorganization and dissolution of companies
• Mergers, sales, acquisitions and recapitalizations of businesses, including management and leveraged buyouts and going private transactions
• Private offerings of securities
• Sales and purchases of securities, including tender offers, initial public offerings and secondary securities offerings
• Financing transactions, including structuring deals with venture capitalists
• Corporate governance issues and compliance with the Sarbanes-Oxley Act
• Tax counseling and planning
• Structuring and financing of joint ventures, limited liability companies and partnerships
• Negotiation of commercial contracts, including purchase, supply, distribution, employment, licensing, non-competition and confidentiality agreements
• Negotiation of shareholder agreements, operating agreements and partnership agreements
• Representing corporate travel departments in the negotiation of preferred carrier agreements, agreements for online booking tools, global and regional travel agency agreements, charter services agreements, agreements with computer reservation systems and other contracts relating to corporate travel
• Negotiation of service and power purchase agreements in the energy and utility field
• Employment and executive compensation plans, including stock options, phantom stock plans, pensions and other deferred compensation arrangements
• Compliance with and filing under federal and state securities laws and regulations
• Franchising issues
• Regulatory filings in connection with mergers and acquisitions and antitrust matters

The broad range of clients we represent includes investment banks, equity sponsors, health care providers, real estate developers, engineering companies, manufacturers, distributors, software developers, retail chains, banks and commercial finance companies, companies in the solid and hazard waste industries and health care provider organizations, including physician practice groups.

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