Business Planning and Transactions

The Business Planning and Transactions Section provides a broad range of transactional legal services to enterprises of all types and sizes, and to their owners, directors, managers, lenders, trustees, and other stakeholders. The Section’s attorneys advise clients on lending and commercial finance, mergers and acquisitions, conversions and domestications, business structuring, structured financing, taxation, LLC and partnership operating agreements, joint ventures, asset securitizations, and fiduciary duties and corporate governance. Frequently collaborating with our clients’ non-Delaware counsel, lawyers in the Section strive to provide creative and innovative solutions that enable clients to achieve their desired business objectives in a manner that is both cost effective and tax efficient.

Lawyers in the Section also work with the firm’s bankruptcy professionals on troubled-company engagements and have developed strategies that maximize value and control risk in the highly volatile environment of bankruptcy sales and acquisitions. In addition, the Section’s attorneys serve the needs of clients in connection with real-estate and intellectual-property transactions.

Third-party legal opinions provided by the Section’s attorneys are relied upon by lenders, purchasers, regulatory agencies, taxing authorities, and ratings agencies. The Section’s attorneys also provide legal opinions to boards of directors in connection with such matters as sales of corporate assets and the declaration of dividends.

Attorneys in the Business Planning and Transactions Section serve on national and state committees charged with reviewing and proposing changes to the Uniform Commercial Code and Delaware statutes governing LLCs and partnerships, including in past and present leadership positions on the Commercial Finance Committee and the Uniform Commercial Code Committee of the American Bar Association’s Section of Business Law, with the American Law Institute, and on the Uniform Law Commission. The Business Planning and Transactions Section’s attorneys draw on this experience when counseling clients on a wide variety of issues related to the formation, structuring, financing, operation, and management of Delaware alternative entities, including limited liability companies, limited partnerships, limited liability partnerships, statutory trusts, general partnerships, and limited liability limited partnerships, as well as Delaware corporations.

The Business Planning and Transactions Section’s attorneys have advised clients and provided legal opinions in connection with:

• Financing complex real-estate transactions, including the use of Delaware alternative entities as special purpose entities, the financing of a $7 billion portfolio and subsequent restructuring of that financing, and the acquisition and restructuring of mortgage loan portfolios.

• The perfection, priority, and enforcement of security interests under the Uniform Commercial Code and other applicable law.

• Mergers, acquisitions, and sales of businesses, including cable television networks, radio stations, and other media outlets.

• The sale of one of the country’s largest real estate mortgage servicers.

• The financing of and sale of various alternative energy projects, including both wind and solar energy projects.

• The acquisition and sale of casual-dining restaurant chains.

• The structuring and financing of various tax-credit transactions, including in the areas of low-income housing, energy, the New Markets Tax Credit Program, and enterprise zones.

• The sale of newspaper-publishing operations.

• Sales and acquisitions of various manufacturing enterprises, including producers of steel, clothing, glass, paper, automotive parts, rubber products, processed food, and alternative fuels.

• Nursing-home sales.

• Aircraft financing.

• Asset securitization.

• The corporate restructuring of a global advertising enterprise with operations in the European Union, Asia, and the United States.

• Resolving disputes among the owners of cellular networks.

• The sale of telecommunications networks.

• The operation and management of moving and storage companies.

• Merger of health insurers.

• Acquisitions and sales of various online and bricks-and-mortar retailers, including clothing, toy, memorabilia, and automotive parts retailers.

• The liquidation of multi-billion dollar funds in connection with the global financial crisis.

• The operation, management, structuring, and financing of home builders and other real estate developers.

• The establishment of U.S. subsidiaries and operations by foreign enterprises.

• The use of Delaware entities in connection with international financing.

• Sales and acquisitions of intellectual property, including trademark portfolios, software, and know-how.

• Tax-efficient structuring of transactions and entities to take advantage of tax exemptions afforded under Delaware law with respect to certain financing and management of intangible property.

• Court of Chancery–supervised dissolutions of Delaware corporations in a manner that allows for the greatest limitation of director and stockholder exposure.