Corporate/Transactional Practice

Cross-Border Expansion.

Our senior lawyers have decades of experience working at multinational law firms.  We have spent our careers serving the needs of clients doing business, and doing deals, across borders.  Serving these needs, and these clients, is second nature to us.

Entering the US market, or expanding from the US to an overseas market, is a big step in the life cycle of any business.  We help our foreign clients find creative solutions for doing business in the United States, and we help our domestic clients build overseas expansion strategies, in a manner that works with overall corporate strategy.  We have close colleagues throughout the world, and routinely team with lawyers in other jurisdictions to ensure a smooth cross-border process.

  • Creating branch offices and subsidiaries
  • Mergers & acquisitions, joint ventures, and strategic alliances
  • Entity and fund formation
  • Corporate law
  • Shareholder and Voting Agreements
  • HR matters: Executive compensation, consulting agreements, general employment law and incentive compensation

Corporate Transactions.

DR&M has unusually broad experience in corporate transactions, from mergers and acquisitions, to capital raising, asset sales, partnership agreements, fund formations, liquidations, syndicated loans, securitizations, derivatives … the list goes on. There are very few types of transactions that we have not encountered, and even fewer that we can’t handle.

Capital Raising and Debt Finance.

We represent companies raising money, and investors, in the full range of equity and debt, private capital formation deals, and in the formation of investment funds. On the debt side, our experience ranges from simple bank loan facilities to diversified payment securitizations, from credit derivatives to project finance. On the equity side, our experience ranges from simple stock issuances to stock-based structured investment products to complex investment partnerships. Early-stage finance – seed, angel and venture capital investments.

  • Common, preferred, convertible, and SAFE deals
  • Private placements under Regulation D, Regulation S, Rule 144 and 144A
  • Secured and unsecured debt finance
  • Capital restructuring
  • Venture capital and private equity fund formation

Commercial and General Business Matters.

We handle a wide variety of commercial and general business matters, including, to name but a few

  • Product sales and distribution
  • Technology and software licensing
  • Data privacy
  • E-commerce, social media, and internet law
  • Consumer protection and advertising regulations
  • Sweepstakes and contests
  • General contracts.

Tax Planning and Controversy.

Tax planning is often at the very heart of corporate transactions, as taxes can have a substantial impact on a company’s bottom line. We provide strategic tax advice on a broad range of transactions including

  • Evaluation of tax treaties and intermediary jurisdictions in business expansion and M&A transactions
  • Comparative entity taxation analyses
  • Capital markets and partnership transactions, venture capital and private equity fund structuring
  • Structured products and derivatives
  • Implications of renouncing US citizenship and FATCA compliance.

We also represent clients in tax audits and tax controversies, before the IRS and state tax departments, and in the courts.

Bringing It All Together as Outside General Counsel.

Dunning Rievman & MacDonald serves as “outside general counsel” for a number of our clients, a role in which we manage and coordinate all of the client’s US legal needs, often in close collaboration with foreign counsel. When needed, we bring to the table well-integrated, high-quality specialty assistance from our extensive network of established relationships with external specialty lawyers. We have long experience in working smoothly with our clients’ other pre-existing counsel. We have helped to manage and coordinate projects involving the full gamut of legal specialties, from litigation to patent applications. No matter what the problem or task might be, our clients can start by consulting with us; we will find a way to handle it that makes sense.