CORPORATE AND BUSINESS LAW

We know business. We are the premier business law firm in suburban Chicago. We listen to our clients and visit them to learn as much as possible about their businesses, their long-term objectives, and management style; not just the specific current legal issue confronting them. Knowing about your business and objectives helps us anticipate issues and address all aspects of a problem from a long-range perspective. Many clients have been with our firm for more than twenty years. We have guided a large number of businesses from initial formation to become multi-million dollar commercial enterprises in a variety of industries.

We combine the experience and expertise of much larger firms with the client service and responsiveness of smaller firms. Our business lawyers have experience in a wide range of business issues and thus understand your big picture. Many of our attorneys are CPAs, have master's degrees, and/or previous experience in large law firms. We understand that each business has different needs. Our broad experience and expertise allows us to be creative and develop business solutions that fit your unique objectives. With the largest number of attorneys in the Chicago suburbs, we have the resources to handle even your most complex legal problems, but at the same time, we won't overstaff or over-lawyer your matter.

We have experience in the myriad of issues that arise throughout the life span of a business, from its initial organization, to growth issues (such as financing, contracting, intellectual property and employment matters), through ongoing transactions of a mature enterprise (such as tax planning, employee benefits, executive compensation, and bankruptcy), to the sale of the business or the transition to the next generation of owners.

• Mergers and Acquisitions. We have an active and sophisticated mergers and acquisitions practice that draws upon our experience in a variety of practice areas such as taxation, employment law, intellectual property, real estate, estate planning, and litigation. We advise private companies buying and selling businesses of all sizes on all aspects of a deal, including structuring the transaction, negotiating the letter of intent, structuring earn outs, management rollover, antitrust/regulatory approvals, WARN Act compliance, due diligence, drafting the purchase agreement, and dealing with investment brokers. We also advise on disputes among owners, spin offs of divisions or subsidiaries, joint venture arrangements, and shareholder relation issues. We also advise closely-held business owners on planning for the next generation of ownership.

• Tax Planning. We provide a wide range of tax planning for businesses and individuals. Tax issues are pervasive in most business transactions, and we advise on the tax consequences of such transactions or the most tax-efficient structure of a transaction. We advise on tax structures in buying and selling businesses, restructuring businesses, and tax planning for pass-through entities such as limited liability companies and S corporations. We also represent clients against federal, state, and local tax authorities in audits and tax proceedings.

• Raising Capital. We represent clients in private Reg. D offerings, including preparing the private placement memorandum, subscription agreements, blue sky research, and securities filings. We provide advice on transactions with private equity groups and venture capital firms. We work closely with our banking law practice group to assist in bank financing where appropriate.

• Contracts and Commercial Transactions. We advise on many ongoing transactions for mature enterprises, such as service agreements, supply, manufacturing and distribution agreements, confidentiality agreements, licensing agreements, etc.

• Employment Issues. We represent businesses with a wide range of employment-related issues, such as employment agreements, noncompetition agreements, confidentiality agreements, employee policy handbooks, stock option plans, employee privacy, trade secrets, executive compensation, employee benefit issues, WARN Act issues, and separation agreements. We also represent employers in wrongful termination, sexual harassment, and employment discrimination hearings before the Equal Employment Opportunity Commission and the Illinois Department of Human Rights Act.

• Forming the Organization. We advise on the appropriate choice of entity, capitalization, and management structures in new entities. We also advise on shareholder agreements, buy-sell agreements, operating agreements, and succession planning.

• E-commerce and Technology. We advise business on technology-related transactions, including software licensing agreements, web site development agreements, web hosting agreements, supply, manufacturing and distribution agreements, IP protection, and internet agreements.

• Intellectual Property. We advise business on trademarks, domain name and copyright matters, including searches, registration, enforcement, and proceedings before the Trademark Trial and Appeal Board. We handle the licensing of patents, software, trademarks, trade secrets and other types of intellectual property, both domestic and international.

• Bankruptcy and Workouts. We advise on a variety of bankruptcy and debtor-creditor issues for lenders and borrowers in federal and state bankruptcy proceedings at both the trial and appellate levels. We also represent financial institutions, secured creditors, and debtors in workouts and foreclosure proceedings. We have extensive experience in workouts and restructurings in distressed real estate and commercial credit facilities and in buying businesses out of bankruptcy.

• Interaction with Other Practice Groups. We work closely with the other practice areas to provide an integrated, multi-disciplinary approach to addressing the needs of businesses. For example, we work with our real estate group on transactions involving the sale, purchase, or financing of real estate. We work with our banking group on financing issues. We also work with our estate planning group on succession planning issues for business owners. Finally, we work with our litigation group when litigation is threatened or initiated.

Members of the Group are:

William J. Strons, Co-Chairman
David D. O'Sullivan, Co-Chairman

Russell A. Adkins
Susan S. Adkins
George M. Bradshaw
Jodi Henninger
James M. Huck, Jr., Of Councel
John D. Keller, Of Counsel
Bret R. Klemetson
Brian K. LaFratta
Nick Marsico
T. Gregory Mieczynski
Patricia C. O'Brien, Of Counsel
Aaron E. Ruswick
Whitney K. Schmidt
Jay B. Strayer 
William H. Wentz

Paralegal:

Kathy Martinez