Privately-owned companies, from startup ventures to multinational corporations, require counsel on legal questions that affect their daily operations and, in some cases, prepare them for major transactions. In a business environment moving faster every day, Faegre Baker Daniels develops cost-effective and practical solutions to an endless variety of challenges these businesses encounter.

General Business Counsel

Many private companies that have limited in-house legal resources retain our professionals to act as general outside counsel. Our lawyers familiarize themselves with each client's business and industry and efficiently bring all of the necessary resources to bear in order to effectively address the needs unique to each client.

We provide general business counsel in many situations, including the following:

• Determining what actions and transactions require owner or board approval
• Advising on how to collect money from customers with outstanding balances
• Obtaining more beneficial terms from vendors and customer
• Interpreting specific provisions of contracts
• Resolving disputes among owners
• Coordinating the resources of other subject-matter experts, including employment, government relations, intellectual property, litigation, real estate, regulatory and tax
• Preparing and positioning the client for major transactions, such as significant commercial contracts and licensing arrangements, joint ventures, acquisitions, equity and debt financings, and exits — including the sale of the business or an IPO

Contracts

In complex business situations, we work with our clients to draft or review many types of contracts. We begin by identifying and understanding the client's goals so we can tailor contracts to meet their needs. Our extensive experience across a broad range of industries and services allows us to advise clients about terms that are or—just as importantly—are not typically seen in various types of contracts.

We regularly advise clients on a wide variety of contracts, including the following:

• Confidentiality agreements
• Commercial loan agreements
• Distribution agreements
• Employment/consulting agreements
• Energy and commodity-related agreements
• Equipment leases
• Joint venture agreements and partnerships
• License agreements
• Manufacturing agreements
• Marketing and promotions agreements
• Merger and acquisition agreements
• Option and other equity-incentive plans and agreements
• Promissory notes and guarantees
• Sales, sales representative, agency and reseller agreements
• Service agreements
• Shareholder and buy-sell agreements
• Sponsorship agreements
• Supply agreements
• Terms and conditions of sale, purchase orders and bills of lading
• Warehouse agreements
• Warranties

Capitalization

We advise clients on important matters of capitalization that are unique to their business objectives and long-term succession and exit plans, including the following:

• Choice of entity
• Equity capitalization structure, including voting and non-voting and common and preferred equity interests
• Equity incentive plans for key employees and others
• Equity-holder buyouts
• Dividends and distributions
• Equity financings, including private placements, strategic investments and institutional financings
• Debt financings, including secured and unsecured credit facilities, letter of credit facilities, term loans, mezzanine and high-yield debt offerings, surety bonds, vendor and equipment financings, and project financings
• Succession planning and exits, including management-buyouts, stock and asset sales and mergers, and preparing the company for an IPO by our public companies lawyers

Industry Expertise

We draw on our deep industry expertise to effectively advise our clients on matters unique to their businesses, including the following:

• Construction
• Energy
• Food & Agriculture
• Franchise, Distribution & Logistics
• Health Care
• Life Sciences
• Lifestyles of Health & Sustainability (LOHAS)
• Manufacturing & Industrials
• Medical Technology
• Natural Resources
• Oil & Gas
• Professional Services
• Recreational Vehicles
• Retail
• Sports & Entertainment
• Telecommunications & Information Technology
• Transportation