






Two Penn Center Plaza
Suite 910
Philadelphia, PA 19102
215.569.0000
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One Oxford Centre
Suite 4300
Pittsburgh, PA 15219
412.255.3767
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Sentry Office Plaza
Suite 602
216 Haddon Ave.
Westmont, NJ 08108
856.858.9499
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CORPORATE AND BUSINESS LAW
Banking and Structured Finance
The firm has considerable expertise in the structuring and documenting of
complex commercial loan and equity transactions including, private placements
of securities, venture capital financing, asset-based lending, accounts
receivable lending, real estate lending, industrial revenue bond financing,
health care securitization, loan participation and syndications and lender
work out matters. Our experience and sophisticated computer network provides
the capacity to document these transactions effectively with a quick turnaround
time in order to meet, at highly competitive rates, our clients' financial
institutions' and their customers needs.
Our firm has also developed expertise in assisting our clients to finance their
assets in factoring and securitization contexts. This sophisticated form of
finance assists our clients to obtain necessary working capital on otherwise
non-bankable collateral. We also advise our financial institution clients that
participate in structured financing transactions.
General Corporate and Commercial
We serve as general corporate and business counsel for a variety of business
organizations, both large and small. In this role, we are significantly involved
in the formation of businesses, including limited liability companies and limited
liability partnerships. We also counsel clients and prepare agreements relating
to corporate finance shareholder relationships, executive employment and employee
stock incentive plans.
We serve as advisors to management on all aspects of business operations.
These include start-up and emerging company issues relating to officer and
director liability, observance of corporate formalities to maintain shareholder
protection from liability, regulatory, compliance, product liability and
warranty matters and tax structuring and planning.
We possess strong expertise in state and federal laws governing private
placements of debt and equity securities, as well as the concerns and requirements
of investment and mortgage bankers and other lenders.
Health Law
The firm counsels clients in all areas of the health care delivery market on a
broad range of matters essential to their operations. Among our clients are nursing
homes, life care communities, hospitals, physicians, psychiatric and mental health
facilities and practices, physical rehabilitation enterprises, and health care
consultants. These enterprises are either independent or part of a larger health
care delivery system, and are both for-profit and non-profit entities.
The services provided by our lawyers involve the broad spectrum of health care
issues, including mergers and acquisitions, corporate structure and governance,
federal and state taxation, real estate, licensure, regulatory matters, relations
with third-party payors, including cost reporting and reimbursement,
medicare/medicaid, fraud and abuse, medical ethics, staff privileges, and
financing, both conventional and tax-exempt. Our lawyers also represent entities
providing financing to health care organizations.
Mergers and Acquisitions/Transactional Practice
The firm regularly counsels, structures, negotiates and documents a wide
variety of business transactions including mergers and acquisitions relating
to the purchase and sale of assets and stock, leases, loans, distribution,
licensing arrangements and construction projects. We have represented a variety
of industries in merger and acquisition transactions, including sales to public
companies dealing with both public company in-house legal staff and large Wall
Street law firms. The firm's expertise in M&A work extends to all necessary tax
issues which may arise in a merger and acquisition or other transaction,
problems involving retirement plans, employee practices and all financing
and securities laws issues. Complex arrangements involving earn-outs,
convertible debt financing, ESOP acquisitions and sales, leveraged buyouts
and tax-free exchanges and mergers are designed to best accomplish our
clients' goals.
Public Finance
Our firm's attorneys provide counsel and representation for the full range
of client interests involved in public finance matters.
We serve clients through every phase of bond financing from the structure
of financing to document preparation, including disclosure documents,
to issuance.
We specialize in advising corporate trustees on both corporate and municipal
debt offerings and on dealing with defaulted municipal obligations.
We serve as bond counsel to a variety of entities that issue all types of
tax-exempt bonds and notes including state and municipal governments,
agencies, authorities and school districts.
We also serve as underwriters' counsel and counsel to underlying borrowers,
including health care organizations.
We counsel clients in all types of real estate transactions including sales,
acquisitions, sale-leasebacks and ground leases, as well as structuring entities
for the purpose of acquiring property. A major focus of our practice is
structuring and implementing complex private developments.
We work closely with the attorneys in our litigation group when matters
arise concerning real estate related litigation. Some matters we jointly
handle include mortgage foreclosure actions, suits against contractors,
suits or defaults on the purchase and sale of real property, condemnation
actions, suits to quiet title and lender liability claims. In other cases,
our transactional lawyers will counsel developers and institutional
clients on workouts and debt restructuring that can be resolved
without litigation.
For more information, please contact Warren Vogel.
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