Wolofsky PLLC

Call To Arrange A Consultation: 212-324-2972

Wolofsky PLLC

212-324-2972

Where Legal Expertise Creates Business Advantage

CORPORATE AND TRANSACTIONAL LAW

Our Corporate and Transactional practice provides seasoned guidance to executives and boards navigating complex legal and commercial frameworks. We combine deep expertise with personalized attention, focusing on matters that demand precision, creativity, and sound business judgment.

OUR CAPABILITIES:

  • Entity Formation & Governance: We have the capability to design bespoke governance models to accommodate both simple and complex share structures, protective provisions, and fiduciary obligations. By balancing the priorities of different stakeholders (e.g., investors and founders), regulatory requirements, and strategic growth considerations, we seek to assist businesses in establishing governance frameworks that are ready to scale. Our structured approach ensures regulatory compliance while supporting your long-term business vision.
  • Mergers & Acquisitions: We have expertise in handling strategic transactions across key industries, including real estate, healthcare, and technology:
    • Real Estate: From straightforward property acquisitions to more complex operational businesses such as hotels, office buildings, and skilled nursing facilities, we seek to ensure proper due diligence and risk assessment. We recognize that every building is a business with operational components that must be carefully evaluated.
    • Healthcare: We have the capability to navigate the specialized regulatory landscape and operational considerations of healthcare acquisitions, including skilled nursing facilities and assisted living facilities, with particular attention to ongoing business concerns and tenant risk.
    • Technology: We approach technology acquisitions with a specific focus on intellectual property due diligence, ensuring clean IP ownership, analyzing licensing agreements, and assessing royalty structures. We aim to work closely with technical teams to identify risks related to IP assignment provisions, third-party licenses, and potential infringement liabilities.

We aim to structure our transactions to minimize risk, preserve value, and maintain operational continuity for all stakeholders.
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  • Core Commercial Contracts: We have extensive experience negotiating and drafting essential business agreements that effectively allocate risk and define performance obligations, including license agreements, purchase and sale agreements, master services agreements, confidentiality agreements, independent contractor agreements, employment agreements, distribution agreements and franchise agreements.
  • Joint Ventures & Strategic Alliance Agreements: When drafting partnership agreements, we aim to structure the terms in a manner that aligns the incentives of the parties and protects each party’s interests. Our approach addresses capital contributions, IP ownership, exit triggers, and dispute resolution protocols.
  • Financing Transactions: From venture capital rounds with complex preference arrangements to secured lending facilities, we seek to bring a nuanced approach to each financing. We strive to balance and protect the needs and priorities of different stakeholders to ensure each transaction accommodates business needs without compromising governance or investor protections, particularly in situations where investor and company interests may conflict.