Two Penn Center Plaza
Suite 910
Philadelphia, PA 19102
215.569.0000

One Oxford Centre
Suite 4300
Pittsburgh, PA 15219
412.255.3767

Sentry Office Plaza
Suite 602
216 Haddon Ave.
Westmont, NJ 08108
856.858.9499



Disclaimer



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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