Business and Corporate

Berger Kahn’s corporate lawyers provide hands-on, experienced, and personalized service without mega-firm prices.

Our work regularly includes the full range of commercial transactions. Whether our clients are launching a new venture, documenting a transaction, or developing and marketing their intellectual property assets, we are the ideal choice for entrepreneurs, small and mid-sized companies.

Our Business Practices Group attorneys are supported by our business litigators and collaborate with outside specialized legal practitioners when necessary to provide full-service “general counsel” legal representation.

Our focus is simple: We are dedicated to advancing our clients’ goals quickly and efficiently so they can focus on what they do best.

Areas of Focus

Our business and corporate practice expertise includes the following areas:

• Entity formation and structuring, statutory compliance issues, corporate governance issues, buy-sell agreements, shareholder and stock ownership issues;

• Preparation and negotiation of business agreements relating to significant corporate transactions, including asset purchase and sale agreements, stock purchase and sale agreements, reorganization and merger agreements, recapitalization agreements, corporate spin-off agreements and other divestiture agreements;

• General business contracts and transaction advice;

• Seed capital funding transactions, venture capital investments and investment structuring, private placements and other securities transactions;

• Joint ventures, franchises, collaborative partnering arrangements and other strategic alliances;

• Product development, manufacturing, supply and distribution agreements; sales representative agreements and other sales channel agreements;

• Multi-national transactions, including both representation of foreign companies in the United States and representation of domestic firms overseas, particularly in the high-tech industry;

• Issues and transactions relating to start-up and emerging growth companies;

• Advice and preparation of documentation relating to secured and unsecured lending transactions and debt restructuring;

• Employment contracts, management and consulting agreements, stock option and bonus plans and agreements;

•Equipment leases, office leases and other personal and real property lessor-lessee transactions;

• Business plan review and preparation; partner/shareholder dispute counseling and resolution, customer/vendor dispute advice and strategic planning; and

• Professional liability issues, including service and dispute evaluation for professionals, litigation relating to malpractice and breach of fiduciary obligations, officers and directors/errors and omissions advice, and, if necessary, litigation.

Key Representations

• Represented Universal Space Network, Inc. (USN) in its sale to Swedish Space Corporation, a subsidiary of the Swedish government, for approximately $50 million and continued representation of the resulting U.S. subsidiary corporation after the acquisition.

• Represented Systech Integrators, Inc. in its sale to Affiliated Computer Services, formerly a public company and now a subsidiary of Xerox Corporation, for approximately $65 million. As part of the transaction, the back office processing operations of Systech’s subsidiary in India was also acquired.

• Represented Universal Space Network, Inc. (USN) in the acquisition of Honeywell Technology Solution Inc.’s DataLynx Systems division. As part of the transaction, USN acquired the assets associated with DataLynx’s satellite telemetry, tracking and control (TT&C) operations in Alaska, including related monitor and control equipment in Columbia, Maryland, and secured new contracts to provide TT&C satellite services for numerous NASA missions. USN also obtained equity and debt financing of approximately $18 million in connection with the acquisition.