Corporate and Business Law

Jennings Strouss has a reputation for excellence in serving the business and corporate needs of private and public sector clients doing business in an increasingly technical and competitive environment. Our attorneys regularly counsel clients on strategic legal issues, including:

  • business planning and formation
  • mergers, acquisitions, and dispositions of the businesses
  • corporate and securities financing
  • public and private securities offerings
  • venture capital and financial transactions
  • cross-border transactions
  • corporate governance and regulatory compliance
  • lender and borrower finance
  • joint ventures
  • strategic alliances
  • conflicts of interest and fiduciary duties
  • commercial disputes
  • franchising
  • licensing agreements
  • executive compensation and employee benefits
  • labor and employment
  • intellectual property
  • crisis management

Our attorneys are recognized for their extensive knowledge of, and expert legal advice to, the following industries:

  • Agribusiness
  • Automotive Dealerships
  • Biotechnology and Life Sciences
  • Construction
  • Energy
  • Financial Institutions
  • Healthcare
  • Hospitality
  • Manufacturing
  • Nonprofits
  • Public Sector
  • Real Estate
  • Technology
  • Telecommunications
  • Utilities – Electric, Hydroelectric, Natural Gas, and Renewable Energy

The attorneys in our corporate and business practice collaborate with the attorneys in the firm’s tax, estate planning, intellectual property, labor and employment, litigation, and real estate practices to assist clients with all of their legal needs.

Advertising and Marketing

Every business needs to understand its legal obligations and be aware of the potential risks associated with the advertising and marketing of products and services. Regardless of whether a company utilizes an agency to conceptualize and design advertisements and marketing materials, it is ultimately the responsibility of the advertiser to ensure it is compliant with the various federal and state statutes and regulations. Violations for non-compliant advertisements can incur hefty fines and other actions by the Federal Trade Commission (FTC), and potentially the Attorney General’s Offices, which can be detrimental to a company’s operations and reputation.

The FTC oversees and regulates advertising, marketing, and interstate trade practices in the United States. It enforces truth-in-advertising laws, which state that advertising must be truthful, not be misleading and, when appropriate, should be backed by scientific evidence. Advertising claims for products and services that impact consumer health or finances, such as food, drugs, tobacco, alcohol, vehicles, and banking, are strictly regarded by the FTC. The truth-in-advertising laws apply regardless of how and where advertisements appear, including radio, television, print, internet, direct mailers, billboards, affiliate marketing product placement, social media, and sweepstakes offers.

Jennings Strouss attorneys work with clients to ensure all forms of advertising are compliant before being published and distributed, as well as assist clients that find themselves the target of a deceptive advertising investigation.

We serve clients in virtually every aspect of advertising, marketing, and promotions law, including:

  • advertising litigation
  • advertising substantiation and claim clearance
  • advertising regulatory investigations and litigation
  • affiliate marketing business agreements
  • competitor litigation and advertising challenges
  • consumer class action defense
  • consumer protection and fraud defense
  • direct marketing
  • environmental (green) marketing
  • food, drug, dietary supplement, cosmetic and medispa advertising
  • intellectual property and licensing
  • internet, email and mobile marketing
  • privacy
  • social media advertising and marketing
  • sweepstakes, contests, and promotional marketing
  • technology
  • telecommunications
  • telemarketing
  • Telephone Consumer Protection Act (TCPA) defense

Our goal is to assist businesses with the implementation of advertising and marketing campaigns that conform to the laws and regulations of federal, state and local agencies to avoid issues that could have a devastating impact on the company. We work with clients to help achieve their advertising and marketing goals without violating laws and putting the business at risk. Should your business find that it may be at risk of violating advertising and marketing laws, Jennings Strouss attorneys are well-versed in working with regulatory agencies to resolve issues.

Business Formation, Planning, and Growth

Our attorneys regularly help clients navigate the myriad of issues involved in forming and growing their business. The first step in forming a business is to determine the type of entity it will be, such as a C or S corporation, limited liability company, limited partnership, general partnership, limited liability partnership, etc. Our attorneys advise clients on how to structure their business and assist in protecting valuable intellectual property and business assets. They also help draft and negotiate contractual arrangements among business owners, as well as with their customers, suppliers, and others. Jennings Strouss utilizes our attorneys’ experience and knowledge to help guide companies through all phases of their business cycle, from simple business matters to complex corporate transactions.

Corporate Governance

With the passage of the Sarbanes-Oxley and Dodd-Frank Wall Street Reform and Consumer Protection (Dodd-Frank) Acts, the responsibilities of officers and directors of public companies have changed significantly. Jennings Strouss attorneys work with our clients’ directors and executive officers to help ensure compliance with these regulations. They develop and implement disclosure review processes consistent with the client’s business and management practices, and help them identify the appropriate corporate governance model, resolve issues, and prevent future disputes. The firm’s corporate governance experience includes representation of numerous nonprofit institutions, including universities, charitable organizations, foundations, and hospitals.

Our attorneys assist clients with:

  • managing issues of compensation and benefits
  • advising distressed companies
  • monitoring the conduct of board and shareholder meetings
  • preparing board materials and minutes
  • representing independent board members
  • assisting with the development of board and committee responsibilities and structure
  • customizing board and committee charters, corporate governance policies, codes of ethics, and disclosure controls and practices
  • overseeing board consideration of raising capital, mergers, and acquisitions
  • navigating, evaluating and implementing legislation and regulations adopted by the Securities Exchange Commission (SEC)
  • recommending governance best practices
  • developing, implementing and enforcing company-wide policies and procedures to assure integrity and the accuracy, completeness and reliability of financial and other public disclosures
  • assisting director, board and committee evaluation procedures and conducting and compiling the results in a confidential manner
  • establishing policies and procedures regarding document retention to comply with corporate governance laws and governmental regulations
  • providing practical and clear advice about disclosure issues
  • conducting comprehensive corporate governance audits, legal compliance assessments, and fraud inquiries to identify existing or potential noncompliance issues
  • preparing compliance manuals to minimize the risk of future criminal exposure
  • defending against allegations of wrongdoing
  • counseling managers and equity owners on their fiduciary duties to other stakeholders
  • assisting in the resolution of disputes among business owners, executives or others in the organization
  • counseling on governance issues arising from significant company transactions
  • serving as counsel to independent committees of the board in conflict transactions
  • serving as expert witnesses in corporate governance disputes
  • drafting legislation on corporate governance matters

Comments are closed