The Corporate and Institutional Practice team has been privileged to
work closely with a wide variety of businesses and institutions, from
Fortune 500 to family-owned businesses, ESOP-owned businesses, professional
service firms, technology, publishing and telecommunications companies,
manufacturers, retailers, transportation companies, agri-businesses and
nonprofits, to highly regulated banking and financial services firms,
insurance firms, health care institutions and educational institutions. From
start-up, through conventional bank and private equity financings, mergers
and acquisitions, joint ventures and alliances, to divestitures and
dissolution, our experience helps clients achieve their objectives quickly
and cost-effectively. Between these life cycle events, we support our
clients with preparation of employment agreements and shareholders
agreements, protection of intellectual property assets, handling of
personnel issues, regulatory compliance support and commercial litigation.
Corporate Practice
Example of our attorneys’ experience:
- Handled hundreds of mergers, acquisitions, tax-free spin-offs, and
divestitures with transactional values ranging in the hundreds of millions
to hundreds of thousands of dollars.
- Represented or advised numerous emerging growth companies, or their
founders or angel investors, in connection with private equity and
subordinated debt financings and related entity, executive compensation
and tax planning. Related thereto, handled numerous private placements and
prepared associated state and federal securities law filings, including
Form D.
- Represented hundreds of family-owned businesses, handling unique
issues of family ownership, succession planning, and sophisticated
corporate and estate tax planning for the business and its owners.
- Represented public companies and handled ’33 and ’34 Act filings,
including S-3, S-4 and S-8 registration statements in connection with
secondary offerings, mergers, and equity incentive compensation plans, as
well as 10Q, 10K, and 8K periodic reports.
- Represented Fortune 500 company during its successful defense of a
hostile takeover attempt by Tyson Foods Inc.
Agri-Businesses
Lenhart Obenshain’s attorneys have a long history of supporting
agri-businesses and their owners. As Virginia and West Virginia
agri-businesses continue their strong traditions in dairy, poultry and beef
operation and production, and transition to newer agri-businesses such as
organic and greenhouse produce, nurseries, water gardens, landscaping,
farmers’ markets and other agri-businesses with ecotourism applications, our
experience is a valuable resource in facing the unique business, real
estate, and wealth management issues involved. These issues include
preservation of farmland through farm succession planning and conservation
easements, appropriate development of farmland on a tax-preferred basis
(i.e., 1031 tax-free exchanges), negotiation of farm financings and use of
available tax credits, and workouts of distressed farming operations and
businesses. Of recent note is Lenhart Obenshain’s support of Virginia Poultry
Growers Cooperative, Inc. in its organization, application for tax-exempt
status, bank and private equity financings, and purchase of poultry
processing facilities, allowing its 130 farm family growers to take local
control not only of their farm operations but of the poultry business for
which they produce.
Banking and Financial Services Firms
Lenhart Obenshain's attorneys have represented banks, insurance companies,
investment banking firms and other financial institutions both as general
counsel and special securities or mergers and acquisitions counsel. Our
lawyers have assisted banks with banking and regulatory matters, bank
holding company formations, securities regulation and compliance, equity
offerings and mergers and acquisitions. Our lawyers have worked with clients
having dealings with the OCC, SEC, FDIC, OTS, as well as state regulatory
authorities.
Our attorneys have served as general counsel and/or securities counsel to
financial institutions in Virginia and West Virginia, and, in that capacity,
have assisted with bank restructurings and mergers, including the tax and
executive compensation aspects of such transactions. In addition to
transactional know-how, our attorneys can provide support in the structure
and documentation of complex commercial and agribusiness loans, loan
participations, UCC compliance, foreclosures and distressed loan work-outs,
executive compensation and employee benefits plans, tax counseling, and
corporate governance and fiduciary responsibilities, including
Sarbanes-Oxley compliance.
Health Care
Our lawyers are experienced in supporting health care organizations from
large hospital systems and continuing care retirement communities to group
and solo medical professionals. We regularly handle the full gamut of legal
issues confronting practices of health care providers, such as corporate
organizational questions (formation, succession, affiliations), employee
benefits, personnel issues, real estate and other business transactions,
regulatory compliance (i.e., HIPAA, Stark, EMTALA, etc.), risk management
and professional liability defense, as well as personal estate and asset
protection planning.
Education Law
Lenhart Obenshain lawyers appreciate the legal challenges facing our public
and private educational institutions and enjoy supporting education clients
in achieving their laudable goals. Our lawyers have experience assisting
education clients on a myriad of legal issues including employment/human
resources, employee benefits, real estate development and finance, and,
additionally for public sector clients, constitutional issues, governance,
procurement, and FOIA. Our trial attorneys are experienced advocates in
court, handling civil rights and constitutional litigation, as well as
defense of clients protected by sovereign and charitable immunity.
If you need legal advice on corporate or institutional law issues,
contact John W. Flora at 540.437.3111
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