Corporate Transactions

Our corporate transactional practice serves businesses at all stages, with our lawyers drafting and filing startup documents, helping expanding companies to obtain financing, and facilitating refinancings, restructurings, recapitalizations, and reorganizations where distressed assets are involved. We provide general advisory services for businesses, in addition to handling specific issues around corporate governance, financing, and M&A.

Corporate Transactions

General Corporate Transactions

Our work in business transactions has included the following representative matters:

  • Coordinated cash flow deal on behalf of golf club, enforcing Covenants, Conditions and Restrictions (CC&R) rights that indicated money owed to the club by associated real estate developments.
  • Assisted company whose business was in monetizing brands and trademarks to acquire additional financing and purchase consumer electronics trademark.
  • Represented Orange County surf company and constituents in sale of brand at a multiple of ten times gross.
  • Worked with California fine liquor and spirits business to expand company.
  • Facilitated company formation for business looking to monetize patent. Drafted shareholder agreements, lease agreements, and consulting arrangements, as well as investment documents for Series A and Series B financing.
  • Helped Chicago-based bank in establishing loan servicing and participation program.
  • Advised international bank in connection with revolving line of credit and letter of credit facility for borrower in the construction industry.
  • Facilitated formation of art business. Reviewed financial data, prepared private placement documentation/shareholder agreements, and negotiated transaction.
  • Negotiated joint venture agreement amongst physicians establishing endocrinology practice.
  • Advised biotechnology start-up on deal structure and terms.
  • Represented lessee in negotiation of office lease for approximately 43,000 rentable square feet in prominent Los Angeles building.
  • Served as primary legal advisor to a real estate developer in connection with Section 1031 “like-kind exchange” of two parcels of real estate located in Southern California.
  • Drafted amended license for British computer software licensee in the European retail garment computer service industry.
  • Assisted managed health care company in establishing case management and utilization review program with its various payors, providers, and employee benefit plans.

Mergers & Acquisitions

SulmeyerKupetz has facilitated mergers and acquisitions valuing tens of millions of dollars, in industries as wide-ranging as manufacturing, healthcare, and food and beverage. Our work in M&A has included:

  • Advised management in connection with buyout of large retail chain. Negotiated two levels of subordinated debt, drafting documentation with respect to senior debt, and conducted due diligence.
  • Assisted venture capital fund in $10-million purchase of New York cable wire manufacturer.
  • Drafted and negotiated $20-million acquisition of Chicago-based paint manufacturing company on behalf of shareholders. Provided consultation, managed letter of credit documentation, and advised on divestiture strategy.
  • Handled $10-million sale of closely held, Chicago-based meat processing company.
  • Provided legal advisory services to shareholders of premier Los Angeles restaurant in connection with the contemplated disposition of their stock for a purchase price of $9 million.
  • Successfully organized $40-million acquisition of NASDAQ-listed managed health care company with 110,000 enrollees.
  • Reviewed financial statements and projections and prepared private placement memorandum for motion picture production company seeking $10 million in financing to acquire literary works for pre-production and production.


Our attorneys also work with businesses to pursue and obtain financing as they grow. Previous work in this area includes:

  • Provided counsel to national real estate company in relation to real estate limited partnership interests involving 22 properties throughout the United States. Reviewed all financing, organization, and property acquisition documentation. Drafted and negotiated interim financing and refinancing documentation, as well as subsequent restructuring of partnership and ownership interests.
  • Advised national picture frame manufacturing company with total assets in excess of $100 million, in connection with restructuring and refinancing, including advising on takeover defenses, and orchestrated successful Chapter 11 case.

Lawyers to Contact:

To find out how we can help your business navigate corporate transactions, please contact our firm by calling the office at 213.626.2311 or by emailing the attorney below.