We routinely draft, negotiate, and advise on contracts related to complex commercial transactions such as corporate structuring, financing, and mergers and acquisitions. We also provide ongoing corporate legal assistance. Specifically, these matters can include:
At the head of so many transactional legal matters is the issue of tax. Tax counsel with our firm routinely handles transactional tax issues with respect to M&A work, new ventures, employment and equity compensation matters, as well as individual tax planning. For our international clientele, US & UK taxation, both on the individual and corporate side, can be of foremost concern and importance. Due consideration and planning is a routine component of firm representation for many clients.
In the US and the UK we are able to facilitate our clients’ compliance with the ever-changing landscape of laws that affect employment relationships. We represent both employers and employees in the drafting and negotiation of sophisticated employment contracts and independent contractor agreements, including any necessary restrictive covenants. We also routinely handle severance matters for both employers and employees arising from mergers, retirements and other voluntary or involuntary terminations of employment.
In an era when a digital presence can be a business’ ticket to market penetration, the law’s treatment of technology and e-commerce is rapidly changing. We advise on intellectual property, technology, and privacy law. For our clients active in the media and marketing industries, a considered focus on intellectual property is critical to client success. In addition, we routinely assist clients with trademark prosecution and can recommend appropriate specialists in relation to patent applications.
Our attorneys represent startup companies on a wide range of financing matters from early stage friends and family rounds to sophisticated venture capital transactions. We have broad experience in all forms of equity and convertible debt financings. Our attorneys also represent investors in direct investments and in fund investments.
Through the firm’s attorneys experienced in advising investment partnerships, we offer guidance on regulatory matters relating to fund structuring, governance, and compliance. More specifically, we advise on SEC, federal and state securities law regulation and compliance, securitizations and asset-backed financing structures, and investment company matters for both registered and unregistered firms. Firm attorneys have facilitated the establishment of both domestic and offshore funds, as well as ensure that funds, once established, comply with all federal, state, and, where applicable, international laws and regulations, including issuing required disclosures. In this dynamic area of law, it is critical that fund managers fully understand nuanced compliance requirements – our counsel allows them to do so while realizing significant savings in comparison to institutional law firm fees for similar services. More recently our securities attorney colleagues have regularly been advising clients on changes arising from the Dodd-Frank Act and other recent changes in this area.
Our years of experience in commercial litigation and trial practice allow us to help clients assess their claims and goals and develop appropriate litigation strategy. We have advised on a range of commercial disputes in both federal and state courts as well as in Alternative Dispute Resolution venues, including AAA, JAMS, FINRA, and NYSE arbitrations. We have handled business disputes related to employment, securities, construction, real estate, mergers and acquisitions, shareholder, insurance defense, white collar, and professional liability matters. As experienced negotiators and litigators, we strive to ensure favorable results for our clients, whether through settlement negotiations or at trial. We understand the importance of managing risk and cost. We know that litigation can become cripplingly expensive and a dreadful distraction to client leadership. Therefore, while maintaining momentum in contentious matters, we also counsel clients on litigation avoidance measures and on approaches that either obviate or bring a swift resolution to litigation wherever possible.
Unfortunately some judgement debtors are unwilling to pay on a judgment whether in full or even in installments over time. Our litigators are well versed in what can be the “Second Act” of litigation. Using the post-judgment discovery process and all other available apparatuses of the State and Federal New York Courts, our firm has relentlessly pursued assets of both corporate and individual judgment debtors.
We offer a great deal of experience in the negotiation of commercial real estate purchases, sales, and leases. Additionally, firm attorneys can assist with comprehensive due diligence reviews and prepare appropriate contractual riders for every such transaction.
As an accommodation to our clients, the firm handles conveyances of cooperative and condominium apartments, single-family homes, and multi-unit buildings in New York City, representing both buyers and sellers.
Firm tax lawyers provide comprehensive advice on trust and estate issues, including drafting wills and developing estate plans suited to an individual’s unique needs. We undertake a comprehensive approach to planning, focusing on not only taxation issues, but also coordinating the disposition of various beneficial interests. The firm is experienced in understanding and managing issues of capital preservation, business continuity, and competing demands of family members.
The firm offers counseling on secured transactions, thereby providing clients with a critical method for protecting inventory and other key commercial assets. We routinely prepare and negotiate security agreements, promissory notes and consignment agreements and are well-versed in the process of perfecting security interests, both domestically under Article 9 and, through our diverse network of local counsel, in jurisdictions ranging from Canada to Macau. Particularly in volatile economic times, securing such transactions is critical to protecting clients’ business investments.
Whether the client is a foreign company expanding to the U.S., or a start up entrepreneur looking to establish a new U.S. business entity, the firm efficiently handles the corporate formation process while ensuring clients understand the process’ nuances and the obligations arising from owning a business. We are experienced in the formation of corporations, professional corporations, benefit corporations, limited liability companies, limited liability partnerships, limited partnerships, and professional limited liability companies, including the preparation of documents that determine corporate structure, shareholder or LLC member rights and officer and director matters. We are well-equipped to advise our clients on the array of corporate governance issues that may arise for businesses.
Increasingly our digital sector focused clientele as well as our institutional clients are dealing with the ever-changing legal landscape relating to privacy issues. Understanding the multi-layered and often multi-jurisdictional aspects of the topic is key to helping navigate this area for firm clients.
We have extensive experience of advising companies, large, medium and small, in relation to M&A, funding rounds, investments, share issues, buy backs and reconstructions, start ups, contractual arrangements, employment contracts, licensing arrangements, R&D co-operation and other commercial and business agreements.
Our lawyers have acted on both hostile and recommended public takeover offers. We also have extensive experience of helping start up, spin out and growth companies, acting variously for management, the company and investors. We have also first hand experience of starting a business which is rare among lawyers and so we understand what it means to be in business.
Whatever the area, we try to go the extra mile to look for the winning edge for our clients.
Our lawyers have acted on listing in aggregate around £2bn on the London Stock Exchange (including setting up new investment companies numbering well into double figures and over twenty full prospectuses), and have launched unlisted investment vehicles aggregating to around a similar size. Our lawyers have acted on a significant number of investment trust reconstructions and rollovers, tender offers, share buy backs and both hostile and recommended public takeover offers and have previously advised funds managed by a wide number of the major investment houses. We have extensive experience of liaising with the FCA on behalf of clients in relation to both new and existing listings on a wide range of matters.
We have experience of launching and acting for UK incorporated investment trusts, VCTs, Channel Islands registered investment companies, onshore and offshore investment partnerships, and other open ended vehicles (unit trusts etc), venture capital trusts, EIS funds and enterprise capital funds. The firm is happy to act for funds, managers, investors, brokers or other market participants.
We have advised on hedge fund compliance with the marketing requirements of AIFMD and listed entities in the Channel Islands, Germany, France and Switzerland in relation to compliance with the non-mainstream pooled investment rules.
Our lawyers have extensive experience of the financial services sector, and have helped a number of clients apply for FCA authorisation, become appointed representatives and/or acquire stakes in FCA regulated businesses. We also advise insurance companies, fund managers and IFAs in relation to FCA rules and status and hedge fund managers in relation to financial instruments including drafting OTC options. The firm is able to advise on all areas of financial services law.
The firm acts for a wide range of high growth and tech companies in the UK and internationally in relation to funding rounds, share and incentivisation schemes, corporate actions, licensing and R&D deals and exits.
We act for lenders, borrowers and all other stakeholders in banking and finance transactions and aim to deliver proactive, cost effective advice on leveraged, structured, acquisition and real estate finance transactions across all sectors. We act for clients in respect of lending in the UK, EU and internationally across all major jurisdictions, handling transactions of increasing sophistication and complexity.
Our intellectual property and commercial contract team consists of lawyers with extensive experience advising on complex IP and commercial contracts matters in a wide range of areas including:
We are able to deal with all partnership issues including those involving setting up partnerships, adding partners, the expulsion of a partner or the dissolution of the partnership. Whether you are seeking help with a general partnership, a limited partnership, or a limited liability partnership, we can work with you to clarify the legal position, protect your position, and assist in negotiations.
We advise employers and employees in respect of employment contracts, employment rights, on termination of employment, settlement agreements and TUPE transfers. Our employment law team consists of solicitors and HR advisers backed up by a former employment tribunal judge, so is set up to handle both the relatively straight forward things efficiently and bring top ranking expertise to more complicated matters.
Our consultants have a wealth of experience in wills, family matters and estate planning. Each client has different needs and so our approach is adapted to best suit the individual case and personal circumstance. We always encourage clients, where possible, to be proactive in planning their future and are here to support you with options that will work for you. We provide advice on the preparation of wills, trusts, powers of attorney, estate planning, taxation and inheritance and, when the time comes, executry services.
A significant part of Rooney Nimmo business is providing legal advice to funds and fund management groups. It is, therefore, a logical extension for the firm to have developed a corporate advisory relationship, specialising in the listed funds arena. This has been achieved in having Robin Archibald, a corporate financier with wide experience in the closed- ended sector, working as a consultant to the firm.
Our immigration law team can handle most immigration issues from applications to appealing decisions of the Home Office, including asylum, humanitarian protection, E.E.C. Regulations, study visas, working business and investment visas, family cases and deportation.
We frequently act on cross border transactions. We advise UK companies on a regular basis on US securities issues resulting from investors based in the US. Furthermore, we have German, Dutch and French speaking staff who can support clients with establishing and continuing their business in mainland Europe. Where we cannot help we can ask an established network of highly qualified firms across the globe to assist our clients.
We recognise the importance of the German British trade relationship and have therefore established a German Desk. Indeed, Britain has become Germany’s biggest global trade partner, solidifying the emergence of the “special relationship” between the two countries. We have German speaking and German qualified staff that can help British clients to establish or continue their business in Germany or German clients with legal issues in the United Kingdom.