Bailey Glasser provides strategic guidance, counseling, and innovative solutions in virtually every type of corporate, real estate, and financial transaction, including business formations, public and private securities offerings, corporate finance transactions, mergers and acquisitions, spinoffs, development, leasing, personal property transactions, executive hiring and compensation, ownership disputes, and commercial lending.
Clients range from publicly traded companies to closely held business and start-up entrepreneurial ventures requiring legal and strategic guidance across the full spectrum of commercial needs. We also provide advice and counseling related to strategic communications, corporate governance, and government relations.
Specifically Bailey Glasser assists clients with the following corporate and business legal issues.
Business Formation & Governance
We partner with clients and their financial advisors to determine entity and tax structure. In addition to forming the entity we also prepare and organize the company’s governing documents (e.g. operating agreement, by-laws, shareholder agreement, etc.).
Post-formation we work with clients to establish employee policies, prepare sales and other contracts, and help navigate the complex world of business ownership and operation. Leveraging our litigation, tax, and employment law experience we guide clients through every stage of owning a business.
Bailey Glasser represents businesses and individuals borrowing funds for a diverse range of commercial purposes from simple land acquisition to capital equipment leasing to corporate bond issuance to refinance existing revolving and term debt. From organizing entity and asset holding structure before seeking debt all the way to closing, we work with each of our borrower clients to negotiate the best possible loan terms and structure then document the deal in understandable terms that can be administered during the term of the loan.
We also represent numerous traditional lenders and non-traditional financiers conducting borrower and loan due diligence followed by negotiation and documentation of loan terms, closing the transaction and filing liens ranging from traditional UCC and real property liens to marine and aircraft liens.
Private Equity Finance & Securities
We assist established businesses and entrepreneurs with capital equity financing. Our experienced lawyers will lead your company through every step of the private offering process including soliciting investors, preparing offering memoranda, crafting subscription agreements, negotiating preferences, certificating securities and reporting to federal and state securities regulators. We take pride in helping startups and early stage companies navigate the complexities of raising money from private investors while maintaining a capital structure that makes sense for the business.
Even the best business plans to do not always come to fruition. When a business is suffering from financial distress and needs to reconfigure its financial affairs, we stand with ownership and management to develop a plan then execute that plan with laser focus.
Just like business plans, commercial loans do not always operate as anticipated. We help lenders collect commercial loans by taking strategic and aggressive steps to protect lender interests with the end goal of collection in full on an expedited basis.
Workouts & Foreclosures
We regularly advise secured, unsecured and subordinated creditors, equity security holders, sureties and insurers of financially troubled enterprises, with a particular depth of experience in failed or failing coal and mining companies. From single-asset workouts to major restructurings, our ability to develop innovative solutions on behalf of our clients is unsurpassed.
Bailey Glasser assists cross-border businesses in international transactions, including acquisition of assets and businesses, foreign direct investment in the United States, public and private securities transactions, energy transactions and project finance, international estate planning, and employment and investment related immigration. The firm has worked on development agreements for projects located in the United States, Latin America, and the Near and Far East.
Several of our attorneys are fluent in Mandarin, Spanish, and Portuguese, and we prepare documentation in these languages and liaise with local counsel to address related issues and concerns.
Mergers & Acquisitions
Bailey Glasser represents and advises clients on all aspects of a deal in a diverse range of industries, transaction structures and sizes. We regularly lead transactions ranging in size from $1 million to over $1 billion for public and private companies, closely held family businesses, financial institutions and individuals in energy, industrial manufacturing, automotive, health care, communications and regulated industries.
Our extensive experience representing all categories of participants in M&A transactions, including buyers, sellers, special committees, major stockholders, management/founders, individual investors, lenders and investment bankers, provides our clients with superior insight into negotiated deal points.
Bringing diverse perspectives, transactional experience, and knowledge of highly regulated industries, our lawyers provide clients with individualized, solution-based ingenuity on a wide range of transactions.
Our services include structuring, negotiating and preparing documentation relating to mergers, acquisitions, joint ventures, stock purchases, asset purchases, complex restructurings, swaps, business divorces, other investments and dispositions.
Disputes among partners can and do arise, and when they do, they often lead to bitter and hotly contested breakups that can be very disruptive to a company.
Bailey Glasser’s lawyers mediate partnership disputes and help clients reach compromise in situations where compromise seems like the unlikeliest of outcomes. We create legal strategies that avoid disputes in the first instance or provide a clear path to resolution if differences cannot be resolved. Preserving the integrity and value of your investment is our number one priority. Whether you are a CEO negotiating the buyout of a contract or a minority shareholder vying for more control of the business, our lawyers will ensure your rights are respected and will aggressively fight for the best outcome for you and your business.
We offer clients comprehensive legal services related to the acquisition, sale, financing, development, and leasing of real estate. Our services include: the representation of sellers and buyers in the purchase and sale of commercial, office, industrial, mixed-use and residential real estate; the representation of developers in land use and governmental permitting issues; the representation of landlords and tenants in commercial and residential leasing transactions; the representation of borrowers and lenders in real estate financing, including acquisition loans, construction and permanent financing, foreclosures and loan workouts; and the representation of residential and commercial brokerage companies in ethics, licensing, compliance, franchising, operations matters and dispute resolution.
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- Represented the lender in the negotiation and documentation of a credit facility designed to provide development and operating funds in excess of $500 million in project finance for an industrial development; also served as counsel to the lender in a restructuring to materially improve the collateral package provided to the lender
- Represented the client as lessee in the negotiation and documentation of leases covering coal-mining equipment to be used in Canada with the financing arm of a major equipment manufacturer in the aggregate amount of $65 million
- Represented borrower in the negotiation of the payoff of a combination equity and debt financing provided by a large, national insurance company then refinance the equity and debt into pure, traditional secured debt at a materially reduced interest rate
- Represent the traditional first lien lender in collection efforts from a politically connected not-for-profit enterprise that lost its revenue source
- Served as counsel to the seller of a distressed automotive dealership resulting in the payment in full of all first lien secured creditors and the full funding and standard termination of our client’s previously underfunded employee pension plan
- Represent the equity owner and serve as the lead negotiator a workout and restructuring of over $25 million in debt for an international owner of US-based industrial assets
- Counsel to Fife Street Fund, the first “Qualified Opportunity Zone Fund” formed to invest in real estate development projects in West Virginia
- Served and purchaser’s counsel in the acquisition of oil and gas interests and related royalty streams for hundreds of wells located in the Marcellus Shale formation; coordinated all due diligence, drafted all documentation, and drove the matter to closing
- Negotiated and documented the sale of a fiber optic loop surrounding Columbus, Ohio in the face of threatened lawsuit by the City of Columbus
- Structured and documented the intra-family sale of majority ownership of an industrial contracting company as part of a complex estate plan
- Represented Hear-Mart Holdings LLC in selling a 49% interest of its hearing aid distribution business to a major manufacturer of hearing aids based in Europe and entering into a joint venture agreement with the European manufacturer in a deal involving cash and other consideration; also retained the possibility of selling its remaining interests for a value at significant multiples of the original valuation
- Sale of industrial manufacturing company located in Indiana while avoiding and obtaining indemnification for significant but unknown environmental obligations; developed the sale strategy with the head of the family office and their general counsel then executed the plan
- Provided structure advice and negotiation and documentation of equity investment in an early stage biomedical device developer allowing further development and commercialization of patented medical technology; also restructured employee and founder compensation
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