Law Offices of Jonathon R. Moore, PLLC

Law Offices of Jonathon R. Moore, PLLC
Practice Area: Corporate & Commercial

The Law Offices of Jonathon R. Moore, PLLC is involved with a wide spectrum of financial and food screen commercial matters for companies in the U.S. and elsewhere. Our representations range from advising publicly-traded multinational corporations on mergers, joint ventures and financings to serving as general legal counsel to small and medium-size companies. Our clients are frequently involved in high-technology ventures. As a result, we have developed expertise in representing software and telecommunications companies.

Mergers, Acquisitions & Joint Ventures. We are experienced in representing both U.S. and non-U.S. companies in mergers, acquisitions, joint ventures, and dispositions of stock or assets. We represent international clients doing business in the U.S., as well as U.S. interests in domestic and multinational transactions. Representative transactions include legal work on behalf of:

The foreign owners of a U.S. steel products manufacturing company in selling a minority interest to a publicly traded U.S. steel company and the establishment of a framework for future marketing and manufacturing joint ventures;

The stockholders of a German software development company in a merger with a wholly-owned subsidiary of a U.S. telecommunications company;

The family owners of a cellular telephone licensee in a sale of all its business assets to a publicly traded US telecommunications company;

A European group formed to “roll out” a U.S. style franchised restaurant chain in Germany, Austria and Switzerland.

Financings. Our representation of clients in financing transactions covers a broad range of debt, equity and convertible debt transactions. In addition to representing domestic corporations and entrepreneurs in raising capital from domestic and overseas sources, we frequently work with foreign entities to obtain financing in the U.S. Recent representative transactions include:

Restructuring $25 million in bank debt for the U.S. operations of a foreign, publicly traded capital equipment manufacturer.

First stage convertible debt funding for a software development company from British investors under Regulation S.

Equity funding for a venture to acquire, rehabilitate and either rent or sell distressed real property out of foreclosure;

Secured financing for purchases of multiple properties subject to long term leases to a national retail chain on behalf of foreign inventors.

Corporate Formation and Administration. We regularly form new entities to implement clients’ business plans. We typically form entities in Delaware, because of flexible laws and the user-friendly and service-oriented Delaware Secretary of State. Once formed, we provide on-going administrative services to maintain the entities and keep them in good standing.

General Corporate Representation. We serve as general legal counsel for a number of closely held corporations, U.S. subsidiaries of foreign corporations, partnerships, and limited liability companies. The starting point for most representations is structuring, taking into account both tax and business objectives in selecting the appropriate form for the business. As general counsel, we are regularly called upon to negotiate and draft a wide variety of agreements including, for example, employment contracts, stockholder agreements, distribution agreements, software and patent licensing agreements, stock option plans, limited liability company operating agreements and sales contracts. We also have become extensively involved in corporate governance issues, including controversies involving Board of Directors and stockholder disputes.

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