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The firm concentrates in corporate and commercial law; securities and finance law; mergers and acquisitions; technology, intellectual property, licensing and eCommerce law; real estate; and business litigation.  Our team of experienced attorneys provides counsel regarding, among other things, contracts, company organization and capital structure, finance transactions, angel and venture investment transactions, securities issuances and placements, mergers and acquisitions, software and technology licensing, eCommerce, intellectual property protection, international transactions, regulatory matters, real estate, employment and incentive compensation matters and litigation. 

For business to succeed, key relationships must be negotiated and created in a protective manner while meeting client business expectations. These include relationships with business partners and shareholders, financiers, investors, strategic partners, supply & distribution channel participants, advisors, executives, employees, vendors, and customers, among others.  Many times, the dynamics of these relationships are framed by the terms governing them.  Synergy’s attorneys work directly with clients to help them understand these varying relationships before proceeding with legal work. Our corporate attorneys structure governing legal documents for these key relationships in ways to facilitate growth and success while facilitating client-specific goals.  Effective negotiating by our attorneys is a key element of this effort.

Our transactional attorneys regularly act as lead counsel in a multitude of sophisticated transactions that include merger and acquisition transactions, strategic partnerships, venture transactions and finance transactions, among others.  We understand the differing needs of buyers, including financial and strategic buyers, and sellers of securities and businesses.  The firm possesses a thorough understanding of the need to manage ongoing risk in these transactions while guiding these transactions to closure on terms advocated by our attorneys and desired by the client. Synergy’s abilities are bolstered by the fact that our attorneys have, as opposing counsel, negotiated and closed numerous client transactions with public companies, buyout firms, and venture investors.

Our litigation attorneys are aggressive in litigating as plaintiff’s or defense counsel, while maintaining professionalism throughout the litigation process.  Synergy’s litigation attorneys understand that litigation should be viewed cautiously and with a business-minded analysis.  We work to ensure that the client understands what the litigation will mean to the client economically, strategically, and emotionally.  Our attorneys are skilled at working to settle matters if in the client’s best interests. 

Synergy’s transactional attorneys negotiate effectively to build client businesses and get deals closed on terms that protect the client.  Synergy’s litigation attorneys work towards effective and efficient disposition of litigation matters in line with client goals.  Client satisfaction is always the top priority.

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Corporate & Commercial
Our attorneys act as a general counsel to many of our clients. Synergy’s attorneys work alongside the client during all stages, including initial formation or purchase, debt or equity financing, strategic partnering, customer acquisition, company growth and exit via sale of the company.  For clients purchasing a business, raising equity financing, or eventually selling their company, we help structure forward-looking relationships to facilitate these milestone events. 

Synergy’s corporate and commercial attorneys advise clients on matters of all types, including: 

General Corporate & Commercial Law
  • Contract Preparation and Negotiation
  • Corporate Governance (directors and officers, fiduciary duties)
  • Partnership Matters
  • Transactional Matters
  • Employment Matters
  • Limitation of Liability
  • Regulatory Matters
  • Entity Minute Books & Compliance
Capital & Organizational Structure
  • Entity Formation (C-corp, S-corp, LLC, partnership, LP, other)
  • Limited Partnerships
  • Capital Structure
  • Class of Equity (common, preferred, units, LLC multi-class, LPs)
  • Reserves for issuance
Equity & Equityholders
  • Shareholder & Buy-Sell Agreements
  • Member and Manager Agreements
  • Sharehholder Rights
  • Partnership Agreements
  • Contribution Agreements
Sales & Operating Matters
  • Customer Contracts
  • Standard Terms and Conditions
  • eCommerce Agreements
  • Distribution & Marketing Structures
  • Manufacturing, OEM, Supply and Distribution Agreements
  • Sales Representative Agreements
  • Reseller Agreements
  • Outsourcing Agreements
Employment & Human Capital
  • Director & Officer Agreements
  • Executive Compensation Structure
  • Employment Agreements
  • Employee Handbooks
  • Consulting Agreements
  • Board of Directors/Advisory Boards
  • Equity Compensation Structures
  • Restrictive Covenants, Confidentiality Agreements & Non-Competes and Non-Solicitation
  • Severances & Stay Bonus
  • Separation and Release Agreements
Incentives & Advisors
  • Advisor Agreements
  • Tax Considerations
  • Option and Incentive Plans
  • Qualified/Non-Qualified Option Grants
  • Restricted or Phantom Stock
  • Appreciation Rights
Cross Border/International Transactions
  • Strategic & Technology Partnerships
  • OEM, Supply and Distribution
  • Joint Ventures
  • IP Development Agreements
  • Manufacturing Agreements
  • Outsourcing Agreements
  • Marketing Agreements
  • Channel Partner Agreements
  • Dispute Resolution & Choice of Law Provisions
Tax Planning & Structuring
  • General Tax Considerations
  • Qualified Small Business Stock
  • Employee Equity
  • Succession & Estate Planning
  • Transactions & Funds
  • Business Split-ups
  • Organization Restructures & Recaps
  • Exit Strategy

Synergy’s practice area expertise, combined with our ability to provide creative solutions to meet client needs, adds value to our clients’ businesses and makes us an effective general counsel for many of our clients.

See also Securities & Finance, MERGERS & ACQUISITIONS, EMERGING COMPANIES, and TECHNOLOGY & LICENSING

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Securities & Finance
Synergy’s attorneys have been instrumental in providing securities, finance and corporate counsel to many extremely successful growth companies, OTCBB companies and hedge funds in their finance transactions, private placements (including bank, angel, venture and investment finance), fund formations and public company reverse mergers in industries including software, telecommunications, manufacturing, internet and eCommerce, medical technologies, insurance and green technologies.  In the area of finance and investment, we represent investors and firms raising capital in seed and later round investments, hedge funds and financial institutions in a variety of business endeavors and transactions.  These include preferred stock and investor rights and preferences, investment agreements, subscription agreements, investment fund offering documents, securities laws compliance, commercial loan transactions and acquisition financing.  Our attorneys regularly represent clients in venture, angel and bank financing matters.  We provide counsel at early stages to help companies identify and implement legal, capital and governance structure in line with current market expectations.   The firm’s acumen within the growth company (with emphasis on technology and eCommerce industries) marketplace has helped with numerous raises of equity capital financing.

Our engagements include:

  • Structuring and Negotiation Transactions
  • Private Placements
  • Cap Table Planning
  • Equity Finance Round Structure
  • Term Sheets
  • Preferred Stock and Convertible Debt
  • Venture & Angel Capital
  • Private Equity
  • Hedge Funds
  • Fund Formation, Carried Interests and Management
  • Stock Option Plans
  • Warrants
  • Securities Law Compliance (State, Fed)
  • Public Company Reverse Mergers
  • Rule 144 Re-sales
  • Traditional Commercial Loan Facilities
  • Secured Transactions/UCC
  • Mortgage Banking

A key differentiator of our firm in this area is our attorneys’ abilities to analyze and recommend possible transaction structures and methods of financing, and explain business and legal ramifications of these in comparison with client needs.  We prepare transactional and corporate documentation taking into account client immediate and long-term objectives.  We also advise our clients on securities law compliance requirements applicable to these kinds of transactions.  Whether a start-up, a small cap public company, an investment fund, or an established growing corporation with international operations, Synergy’s attorneys have structured private placements and negotiated transactions for investment to provide the additional capital needed to accommodate client growth.  Our attorneys understand the differing needs of issuers, borrowers, banks and investors, including financial and strategic investors and our breadth of experience help consummate these transactions on terms that protect our client’s interests.

In the public company reverse merger arena, Synergy’s attorneys have been instrumental in assisting clients with securities compliance, investment transaction documents and merger documents to get these deals closed on terms in line with client expectations.

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Mergers & Acquisitions
Synergy’s transactional attorneys have represented buyers and sellers of businesses and technology spanning a wide range of industries, including manufacturing, technology, software, financial services & insurance, distribution, eCommerce, and private equity and investment.

Our attorneys have provided representation in merger & acquisition matters that include:

  • Structuring and Negotiation Transactions
  • Letters of Intent
  • Due Dilligence
  • Duties of Shareholder/Directors
  • Purchase & Sale Agreements
  • Negotiation of Payment and Adjustment Term, Representations and Warranties, and Indemnity
  • Intellectual Property Assets and Technology Issues
  • Licensing Matters
  • Data
  • Real Estate & Environmental matters
  • Disclosure Issues
  • Structured Allocation of Risk
  • Financing & Investment Documentation
  • Capital Structure
  • Creditor Matters
  • Corporate Governance
  • Employment & Equity
  • Management Agreements
  • Public Statements

Our experience in finance, tax, capital structure, corporate governance, incentive compensation, intellectual property, turnaround opportunities and commercial real estate is also applied in many of the mergers and acquisitions transactions we handle.   We regularly assists clients in the legal evaluation, structuring and due diligence of potential acquisitions, as well as earnout structure and financing alternatives.   We are experienced in handling due diligence, disclosure schedules, representations and warranties and indemnities, all of which play in important part in the overall assessment of exposure, prospects and allocation of risk.  Our business acumen helps us provide a keen perspective on the impact of post-closing exposure and allocation of risk and how to structure this in a managed fashion.  For our buy-side clients, we recommend solutions to add value and minimize exposure to the going-forward business.  For our sell-side clients, we help structure terms to ensure receipt of purchase price and to manage post-closing exposure.  Our attorneys understand the differing needs of buyers (including financial and strategic buyers) and sellers of securities and businesses, and can effectively structure and negotiate your transaction documents.

We also have unique experience in the area of reverse mergers and acquisition of small cap public companies.  Our capabilities in this area can help provide clients and their investors with an additional avenue for liquidity and additional financing opportunities.  The firm’s abilities in SEC rule and regulation compliance matters provides for seamless closing of these complex transactions.

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Emerging Companies
A significant portion of the firm’s corporate, finance, securities, merger and acquisition, and technology and licensing work is devoted to emerging growth companies.  Our firm’s capabilities in the Emerging Companies arena draw from a history of work serving the unique needs of emerging growth companies since the technology-driven business explosion in the mid-1990s. 

Emerging growth companies have legal and business needs which go beyond the needs of a more traditional business.  Our ability to apply knowledge and experience in multiple areas of complex law is necessary to properly serve these needs.  These needs include determination of appropriate entity choice and capital structure to fit the growth and financing objectives of the company, equity incentives and vesting with associated tax matters, corporate governance and advisory boards, executive and employment matters, confidentiality agreements, restrictive covenants and non-competes, accretion of technology value, revenue model protection and enhancement, technology transfer and commercialization, technology licensing, contracts and indemnities, effective distribution models, joint ventures and revenue shares, strategic partner structures, co-marketing relationships, investor rights and preferences, securities and regulatory compliance, and value enhancement by acquisition or merger.  Our attorneys provide counsel at early stages to help companies identify and implement legal, capital, governance and contractual structures in line with current market expectations.  Effective negotiating by our attorneys on behalf of our clients is a key component of the work we provide in transactions that help build these organizations. 

Synergy’s attorneys have also been instrumental in providing finance, securities and corporate counsel to many extremely successful technology and Internet companies.  Our attorneys have structured private equity investment and negotiated transactions to provide the additional capital needed to accommodate the growth of many emerging growth companies.  We believe one of the key differentiators of our firm in this area is our attorneys’ abilities to analyze and select possible transaction structures that best suit client needs.  Our experience representing both the emerging company issuer side, and the investor side, of equity financings provides us an insightful understanding of the needs and expectations on both sides of these deals.  Our attorneys understand the differing needs of issuers, borrowers, banks and investors, including financial and strategic investors, and our breadth of experience helps consummate these transactions on terms that protect client interests.  We seek to arrive at negotiated terms that will provide for successful growth, corporate governance, future funding and exit.

For most of our emerging company engagements, we act as a general counsel to the companies we serve, and as a lead counsel in the transactions associated with their growth.  Our role helps ensure continuity in the growth of the enterprise.  Our attorneys work hands-on in a consultative fashion to help emerging company clients understand the varying needs and relationship dynamics among stakeholders, and to prioritize legal needs using a client-centric approach.  A fundamental goal in this work is to minimize possible objections when the company undergoes due diligence by an outside investor, partner or buyer.  Synergy’s attorneys work with growth company clients to help enhance the value of their enterprise by focusing on both short and long term goals, protection of the enterprise and scalability for eventual realization of further investment rounds or successful exit. 

Whether an eCommerce, software, Internet, marketing, alternative energy or green technology, digital entertainment or other technology-based emerging growth company, Synergy’s comprehensive service offering for emerging companies can help facilitate successful growth and financing of the venture under a fee structure that is very attractive when compared to our large and mid-sized law firm peers.

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Technology & Licensing
In today’s global market, intellectual property and the Internet have become important elements of a company’s strategy for operating and growing a successful business and gaining competitive advantage. Synergy possesses a thorough understanding of the technology issues facing today's enterprises.  Our attorneys regularly assist clients in the creation, acquisition, protection and exploitation of intellectual property, through licensing, acquisition and otherwise.  The firm’s concentration in technology law includes, without limitation, technology development and commercialization; software development; intellectual property protection techniques; licensing of patent, copyright, trademark, software and other intellectual property and related works; eCommerce and Internet marketing; outsourcing; and technology joint venture, supply and distribution.

Our attorneys have provided representation in technology and eCommerce matters that include:

Intellectual Property & Licensing
  • Enterprise License (seat, cpu, other)
  • Application Service Provider
  • Software as a Service (SAAS)
  • End User License
  • Software Licensing
  • Development Licenses
  • Source Code Licenses
  • Escrow Agreement & Release Terms
  • Maintenance/Support/Upgrade Agreements
  • Service Level Agreements
  • Copyright, Trademark & Patent Licenses
  • Other Licenses (technology, OEM, music, products)
  • Termination structures
Technology Development and Commercialization
  • Contract Structures for Scalable Business Models
  • Development Agreements
  • Protection of Software & Developments
  • Ownership of Developments Frameworks
Intellectual Property Protection
  • Copyright Registration
  • Copyright Clearance
  • Nondisclosure/Non-use Frameworks
  • Assignment of Developments
  • Work Made for Hire doctrine
  • Source Code Handling Protocols
  • Data Protection
  • Cease & Desist
Intellectual Property Purchases, Sales & Transfers
  • Software, eCommerce
  • Copyrighted or Patented Technology
  • Trade Secret/Proprietary Information
  • Trademarks and Domain Names
  • Technology
  • Intellectual Property Due Diligence
Strategic & Technology Partnerships
  • OEM, Supply and Distribution
  • Joint Ventures
  • IP Development Agreements
  • Manufacturing Agreements
  • Outsourcing Agreements
  • IT Service Agreements
  • Marketing Agreements
  • Channel Partner Agreements
  • International considerations
Commerce
  • Web Development Agreements
  • ASP & Hosting Agreements
  • Service Level Agreements
  • Online Contracting & "Click-Through"
  • Terms of Use, Privacy, Legal
  • We Site Terms & Conditions
  • Online Advertising and Marketing

The firm regularly represents a multitude of technology companies and has a great deal of experience in negotiating and closing complex licensing, technology, outsourcing, joint venture and strategic partner transactions involving a variety of intellectual property and commercial issues.  These types of transactions act as the backbone of companies, creating the platform and exemplifying the business model that will propel company growth.  Our attorneys are knowledgeable and experienced in the many facets of these transactions, in which we apply techniques from other transactional practice areas to achieve a deal platform for successful technology commercialization and company growth. 

We also work directly with clients to implement contractual techniques that meet requirements for intellectual property development and ownership at the outset, and protect against intellectual property misappropriation in a variety of circumstances.  Our attorneys provide clients with the knowledge to help clients understand and appropriately prioritize their intellectual property strategy.  A top priority for us is to advocate for our clients and help increase the value of and protect their businesses.

Synergy’s attorneys help clients in their protection and development of the intellectual property value of their organization, and to create an effective scalable license structure for commercialization.  Our attorneys have been instrumental in many clients’ commercialization efforts, and have closed many license deals opposite Fortune 500 and public companies.

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Real Estate
Synergy serves residential and commercial real estate investors and developers, as well as clients leasing commercial space.  The firm provides legal counsel with respect to many areas of real estate including real estate development; formation and structuring of acquisition vehicles and relative rights among principals; equity investor group structure, terms and closure (including related securities law compliance); environmental matters; purchase and sale contracts; construction contracts; condominium documentation; commercial lease contracts; title issues; and acquisition, construction and end-loan financing related to the venture.

Our attorneys have provided representation in real estate matters that include:

  • Commercial Purchase and Sale Transactions
  • Commercial Leases
  • Condominium Documentation
  • Real Estate Development, including Commercial and Residential
  • Construction Contracts
  • Joint Venture Developments
  • Private Placements for Capital

Our attorneys understand the differing needs of buyers and sellers, developers and investors, and lessors and lessees.  Synergy possesses the experience necessary to help ensure that client acquisitions, developments, sales and leases close on terms that protect them.

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Litigation
Synergy’s litigation attorneys are aggressive in litigating as plaintiff’s or defense counsel, while maintaining professionalism throughout the litigation process.  Our litigation attorneys have practiced before state and federal trial and appellate courts around the United States, administrative agencies and various dispute resolution venues.  Synergy attorneys have prosecuted and defended commercial disputes; antitrust matters; employment termination and discrimination cases; restrictive covenant enforcement; intellectual property disputes involving trade secret, trademark and copyright protection; business torts; construction matters; and environmental regulation.  Whether the litigation matters involve commercial or inter-company disputes, payment issues, antitrust matters, stockholders, employees, restrictive covenants, trade secrets, copyright and trademark disputes, business torts, construction matters or environmental regulation, our litigation attorneys provide quality legal representation in these matters, among others, to effectively represent our clients’ interests.

Our attorneys have provided representation in litigation matters that include:

  • All Phases of Litigation Through Trial (State and Federal Court)
  • Commercial, Contract & Technology Disputes
  • Technology Disputes (Copyright, Trademark, Trade Secret)
  • Breach of Fiduciary Duties
  • Commercial and Residential Mortgage Foreclosure
  • Business Torts
  • Restrictive Covenant Matters & Noncompetes
  • Closely-Held Shareholder/Partnership Disputes
  • Mortgage Foreclosures
  • Environmental Issues
  • Pre-litigation Analysis & Alternative
  • Alternative Dispute Resolution, incl. Arbitration and Mediation

Synergy’s litigation team works with the client to evaluate a dispute on the merits and set a course for effective and efficient resolution.  Our litigation attorneys understand that litigation should be viewed cautiously and with a business-minded analysis.  We work to ensure that the client understands what the litigation will mean to the client economically, strategically and emotionally.  We are committed to providing cost-effective representation utilizing cost-benefit analyses at various stages of litigation.

Synergy’s litigation team also considers the availability of alternative dispute resolution techniques to meet our clients’ needs. Our attorneys are skilled at working to settle matters in the client’s best interest. Our clients’ objectives are paramount in any litigation strategy.  Our litigation attorneys provide quality legal representation as zealous advocates to effectively represent our client interests.


If you are looking for a sophisticated law firm that can handle both complex and routine matters with a reasonable fee structure, please contact us for a free initial consultation.

Arthur E. Mertes
312.454.0311
amertes@synergylawgroup.com
Bartly J. Loethen
312.454.0312
bart@synergylawgroup.com
Joseph L. Kish
312.454.0286
jkish@synergylawgroup.com

Kristen A. Baracy
312.454.0264
kbaracy@synergylawgroup.com