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.