Norris McLaughlin & Marcus, P.A.

Business Law

The Business Law Group at Norris McLaughlin & Marcus includes over twenty attorneys who spend all or most of their time in a variety of specialties within the field of business law.  The range of clients is broad, as are the legal services that we provide to them.  The following is a breakdown of many of the business services that we provide.  Often, these services overlap based on the needs of our client.

General Business

  • Day-to-day legal counseling
  • All aspects of product distribution, including compliance with franchising and other trade regulations, and the negotiation and drafting of distribution and supply agreements
  • General contract matters
  • Environmental concerns
  • Protection of intellectual property and trade secrets
  • Pursuit of patent, trademark and copyright applications, as well as extensive licensing activities
  • Employee matters, including benefits and compensation issues, agreements and contracts, personnel policies, and dispute resolution
  • International transactions and representation of foreign companies
  • Antitrust and marketing counseling
  • Legal compliance and litigation management
  • Tax counseling, including business formation, federal and state income tax planning, estate planning, and disputes and appeals with the IRS, N.J. Division of Taxation and other agencies
  • Arbitration and mediation services
  • Shareholder disputes
  • Director and officer matters
  • Workouts and bankruptcy issues

Mergers and Acquisitions

  • Asset and stock sales
  • Statutory mergers
  • Tender offers
  • Leveraged buyouts
  • Exchanges of limited partnership interests
  • Financing arrangements
  • Due diligence investigation
  • Governmental approvals and clearance
  • Analysis of tax, labor, employee benefits, antitrust, environmental and other issues relevant to the transaction at hand
  • Transactions between national or multi-national businesses

Securities Law

The Securities Law Group at Norris McLaughlin & Marcus is experienced in dealing with both federal and state securities law matters. We represent clients attempting to raise investment capital from private placements and venture capital deals to registered firm commitment underwritten offerings of securities. Our experience with securities registration also includes matters ranging from stock option plans to divident reinvestment plans. Our attorneys are well acquainted with SEC Rules 144 and 145 and frequently deal with the resale of unregistered stock by executives and the impact of the securities laws on merger transactions. We regularly represent public companies in dealing with compliance and anti-fraud issues under the Securities Exchange Act of 1934, as amended, including (i) proxy statements, (ii) periodic reports (Form 10-K and 10-Q), and (iii) inside stock trading and compensation plans (Form 3, 4 and 5 and the rules under Section 16[b]). We have also advised a number of public clients on available takeover defenses, including supermajority voting requirements and “”poison pills”” and are acquainted with the Williams Act provision of the 1934 Act.

In addition to our experience with public companies, the attorneys in our Securities Law Group regularly represent businesses and individuals involved in the financial services sector, including professionals requiring licensure as well as financial planning firms, investment advisers, broker-dealers, public and private accounting firms, hedge and other private equity funds, and banking and thrift institutions. We counsel our clients on formation, corporate governance, employment, and regulatory issues under both state and federal securities laws in connection with establishing and operating their businesses. Our attorneys are regularly involved with analyzing and resolving issues that arise under the Investment Advisers Act of 1940, Securities Exchange Act of 1934, Securities Act of 1933, ERISA, Investment Company Act of 1940, and state blue sky laws, and frequently interact with the SEC, Department of Labor, FINRA and state securities administrators in connection with examinations, inquiries, investigations and other proceedings.

Growing Businesses

We at Norris McLaughlin & Marcus understand the needs of a growing business. When a person starts a business, he or she tends to use a local general practice law firm or a solo practitioner.  However, as a business grows, so does the need for more sophisticated and specialized legal services. We understand the value of relationships and the historical knowledge that the company’s original attorney may hold. Therefore,  we often work cooperatively with the attorney to mutually help the client and enhance the services available to meet the client’s legal and business needs.

Venture Tech

We at Norris McLaughlin & Marcus understand the needs of emerging growth companies and entrepreneurs and partner with our clients to counsel them on matters ranging from initial startup questions to exit strategies. Our Venture Tech & Emerging Companies practice consists of technologically sophisticated lawyers experienced in assisting clients in making critical decisions at all stages of company development.

We counsel our clients in connection with the following:

  • Company formation
  • Debt and equity fund raisings, including seed financings and convertible debt, venture capital, alternative funding and traditional institutional financing such as bank debt
  • Intellectual property registration, protection and litigation
  • Executive and employee compensation and benefits, including stock and other equity and incentive plans
  • Software, data and technology infrastructure service agreements
  • Distribution, licensing, sales, agency and outsourcing agreements

As experienced advisors, we position our clients for successful fund raisings even before they begin discussions with potential investors.  We ensure that clients have the proper structure in place and guide them on the type of discussions they can expect to have and what investors will expect to see prior to our client meeting with any potential investor.

From routine daily business questions and issues to complex commercial transactions, we guide our clients through all stages of growth.  We regularly leverage the breadth of experience in our firm to ensure that subject matter experts can assist where necessary.  However, we take a unique approach to our early stage company relationships in that our clients can expect to a single partner to be responsible and accountable for that relationship.

We work with companies in a wide range of industries, including medical technology, e-commerce, enterprise software, financial technology, data analytics and Internet infrastructure.  We provide our clients with a competitive advantage by involving the appropriate sector focused lawyers to ensure our clients are aware of the latest developments in their field.

Depending on the client’s needs, we often form a team of attorneys who concentrate in different disciplines. For example, a business acquisition may implicate environmental, tax, antitrust, employment, intellectual property and real estate issues.  We strive to create the right blend of general competence and specialization that will best enable us to address the client’s needs promptly, efficiently and creatively.

Business Law Articles

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