Boylan Brown
Business and Corporate

Industrial and service corporations, financial and governmental entities, and high-technology companies have relied on Boylan Brown's legal advice to compete most effectively in a global business environment.

Whether you’re launching a new business or looking to expand, merge, or acquire another company, our Business and Corporate Group can provide the expertise you need to make your venture a success. We strive to be proactive in meeting clients’ objectives and needs, and to provide the highest-quality services that are consistent with clients’ business goals in a cost-efficient manner. Boylan Brown’s fundamental client service philosophy is to build a solid understanding of each client’s business and industry to function as your trusted business counselors. We serve as your guide in selecting the appropriate structure and financing plans that will be most effective in helping you achieve your aspirations.

We regularly assist our business clients with services in the following areas:
* securities law
* mergers and acquisitions
* employment law
* taxation and employee benefits
* copyright, trademark, & licensing
* patent
* immigration law
* services to start-up and emerging growth companies

Securities Law

Members of the firm’s Corporate Finance group have performed a wide range of services for businesses seeking financing. These services have included advising clients and performing all legal services relating to such matters as: public and private offerings; financings with banks and other institutional lenders; mergers and acquisitions; leveraged buy-outs; “going private” transactions; corporate formation and “start-up” activities; limited partnership syndications for purposes of research and development, oil and gas, real estate, and passive income generation; offerings made utilizing the Internet; “34 Act” registrations and filings; proxy statements and other aspects of shareholders meetings; stock exchange registrations and related matters; compensation, incentive and benefit plans for corporate officers, directors, “insiders” and corporate employees; and other business financing transactions and related matters.

Mergers and Acquisitions

At Boylan Brown, we are experienced in guiding companies through mergers and acquisitions on both sides of such transactions and have worked extensively with our clients in national and international transactions involving a wide range of products, intellectual property and services. Our attorneys have worked with clients to structure and close asset and stock acquisitions and dispositions, mergers and consolidations, leveraged buy-outs, partnerships and joint ventures, tender offers and proxy and consent solicitations. We routinely participate in many areas of the acquisition process, including due diligence review with special emphasis on environmental, tax, product liability, employment and labor, employee benefits, litigation and contract concerns; preparation of letters of intent; assisting in financing arrangements; structuring the transaction to ensure maximum tax and other benefits; and the preparation of contracts and related documentation.

Employment Law

The attorneys in our Employment Law Practice Group are highly experienced in all matters pertaining to the relationship between employers and employees, and assist our clients in dealing with a broad range of issues concerning discrimination, compliance with labor statutes, hiring and termination procedures, and employment contracts. We represent clients throughout New York State, and in other jurisdictions as appropriate. Our attorneys are highly respected for their expertise in both federal and New York State job discrimination laws, and are often called upon to assist companies and institutions structure policies and procedures to prevent discrimination and sexual harassment claims. Our Litigation Practice Group also has significant experience in dealing with discrimination claims before EEOC, the New York State Division of Human Rights, and federal and state courts.

Taxation and Employee Benefits

Our firm has extensive experience in all aspects of federal and state taxation, from tax-exempt financing to corporate reorganizations. Our comprehensive employee benefits practice provides a full range of services to our business and not-for-profit clients. We represent clients in all aspects of their employee benefits plan work ... from designing and drafting plans in compliance with Internal Revenue Code and ERISA requirements to seeing them through any audit process or compliance program that may be required.

We regularly assist clients with the following types of plan development and implementation and have helped them establish specialized funding vehicles for particular benefit needs:
* defined benefit plans
* 401(k) and other defined contribution plans
* cafeteria plans
* insured and self-insured welfare plans
* VEBA’s and other trust arrangements
* executive compensation programs

Another area of particular expertise is assisting clients in the use of ESOPs (Employee Stock Ownership Plans) and other stock plans to effect corporate reorganizations and buyouts as well as for meeting individual estate planning goals. Our attorneys are recognized authorities in this area, and are frequently sought as speakers for business and professional groups.

Litigation

Our firm’s extensive civil litigation practice includes representation of corporations (both large and small), lending institutions, and individuals in the defense or prosecution of claims before both federal and state courts, as well as governmental agencies. Our firm’s Litigation Group is experienced in both the prosecution and defense of intellectual property claims, including patent, copyright and trademark infringement actions and trade secret disputes, and antitrust issues that frequently arise out of such claims. We treat intellectual property litigation as a complex commercial dispute, which needs to be effectively managed so that the client can continue to conduct its business without interruption while the claim is pending. Another area of particular emphasis and expertise is the representation of clients who are prosecuting or defending real estate-related claims including commercial mortgage foreclosures, land partitions, and actions to clear title or to enforce contracts of sales to real property.

Copyright, Trademark and Licensing

The firm’s Intellectual Property and Technology Practice Group is fully integrated with the firm’s business law practice, and works with clients in the acquisition, creation, protection and licensing of rights in intellectual property. We assist clients in establishing, protecting, and enforcing their trademarks, service marks and trade names. We conduct appropriate searches to determine the availability of marks, prosecute state and Federal registration of marks, and negotiate and draft licenses and assignments. Boylan Brown attorneys are experienced in counseling clients regarding a broad variety of works entitled to copyright protection. We work with our clients in determining how best to obtain, maintain, and enforce their rights in works such as computer software, works of art, literary works, maps, music, and images. We assist our clients in entering into licensing, joint venture, assignment, development, distribution, employment, and consulting agreements dealing with copyrightable works.

Patent

Boylan, Brown has patent counsel on staff, as well as a well-established working relationship with the highly respected patent law firm of HULSEY Intellectual Property Lawyers, P.C., an affiliate of Osha Lang, LLP, an international intellectual property law firm.

Immigration Law

Our practice includes the representation of businesses in obtaining Immigration & Naturalization Service authorization for the employment of foreign nationals and individuals in their efforts to work and reside in the United States.

Services to Startup and Emerging Growth Companies

For many years, the representation of start-up and emerging growth companies has been an important practice area for the firm. Boylan, Brown attorneys have worked with many technology companies, from startup to liquidity, and, in the course of such representation, have guided many companies through initial structuring, private and public financing rounds, intellectual property and employment issues, governance matters, mergers and acquisitions, and other services required by such companies. Boylan, Brown attorneys have long recognized that the representation of startup and emerging growth companies requires more than the rendition of legal services. We seek to provide services that add value to the enterprise and promote growth. To aid startup and emerging growth clients in raising capital, Boylan, Brown attorneys have developed and maintain extensive contacts with investments bankers, venture capitalists, angel investors, and other money sources that may be helpful to client companies in their capital raising efforts. In addition, Boylan, Brown was a founding sponsor of the North Coast Venture Capital Forum, and is a five-time sponsor of Digital Rochester’s “Entrepreneurs and Angels” program. North Coast and the Entrepreneur and Angels program aid Western and Central New York companies seeking capital, and promote further development of contacts by Boylan, Brown attorneys in the investment banking, venture capital and “angel” communities, with a view toward making those money sources available to companies in our region. The firm is a member of the Upstate Venture Association of New York (UVANY), whose mission is to work with entrepreneurs, companies seeking funding, private equity firms and professionals in order to improve deal flow and facilitate greater availability of capital for all investment stages.

Boylan Brown
2400 Chase Square
Rochester NY 14604
Tel: 585 232-5300
Fax: 585 232-3528
E-mail: info@boylanbrown.com

Boylan Brown, founded in 1974, is focused on business and corporate legal services and wealth succession planning. Today, we have over 35 attorneys practicing in New York State and strategic relationships with partner firms in a variety of markets around the country and around the world to serve the growing domestic and global needs of our business and corporate clients.

We regularly represent start-ups and middle market companies as well as some of the largest and most sophisticated organizations in their respective industries. Our practice brings our standard of excellence to bear in proactively protecting our clients’ position and assets and supporting the growth and development of their business - from financing through private investment funds and venture capital, negotiating complex agreements and sophisticated transactions, to mergers and acquisitions, IP and succession planning.

“Our goal is to maintain a dynamic legal practice that can evolve in response to our clients’ political, social, domestic and global realities.”

We have distinguished ourselves from other firms through unique perspectives on the way a law firm delivers value to its clients and by redefining the traditional law firm business model to focus on efficiency, innovative practices and the creation of a deeper value model. Our business model is designed around the ever-changing needs of our clients and the dramatically changing and challenging environment in which they live and work.
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