Our Practices

Corporate Law

Many of the firm's tax and litigation clients turn to Caplin & Drysdale for general corporate counseling as well.

 

Areas of Practice

  • Providing General Business Advice
  • Protecting Your Trademarks and Service Marks
  • Guiding You Through Mergers and Acquisitions

Providing General Business Advice

The structure that you adopt for your business can have a significant impact on your company's operations, legal liabilities, compensation, contracts, and more. At Caplin & Drysdale, we can help you choose whether to operate as a partnership, limited liability company, or corporation. We also can incorporate or form the entity that you select and provide you with advice on day-to-day business matters as they arise.

Representative Engagements

  1. A company needed assistance in determining whether to create subsidiaries to own certain assets and what forms such subsidiaries should take. 

    Result: Caplin & Drysdale advised the company as to the implications of structuring the company in various ways. Once a corporate structure was agreed upon, Caplin and Drysdale formed the entities, drafted the documentation necessary to effect the asset transfers, and advised the company with respect to the corporate governance issues arising as a result of the corporate restructuring.

  2. A company needed assistance with its day-to-day contractual relationships, including service agreements, employment/consulting agreements, confidentiality agreements, and shareholders' agreements. 

    Result: Caplin & Drysdale was available to review and draft contracts for the company as such services were needed.

Our Services

If you require general business legal services we can:

    • Advise you regarding alternative ways to structure your business entity
    • Organize your business entity
    • Advise you regarding corporate governance issues
    • Draft and negotiate contracts for your business

Protecting Your Trademarks and Service Marks

An entity's most valuable assets often are its trademarks and service marks. Unfortunately, failure to properly protect these marks can result in either diminution in value of the assets, or worse, loss of them altogether.

Working with knowledgeable counsel, you can take the necessary steps to safeguard these assets. At Caplin & Drysdale, we help businesses with all aspects of trademark and service mark protection, including registering the marks with the U.S. Patent and Trademark Office, advising on proper use of the marks, and developing mechanisms for policing the activities of others as they relate to these marks.

Representative Engagements

  1. A company wished to protect the names of its existing publications and trade shows and to determine whether other contemplated names were available for use. 

    Result: Caplin & Drysdale helped the company register its existing trademarks and service marks with the U.S. Patent and Trademark Office, provided advice with respect to the company's ongoing use of the marks and made all necessary post-registrations filings. Caplin & Drysdale also dealt with all third party issues that arose with respect to the marks and advised the company as to the availability and advisability of the adoption of new marks. 

  2. A company wished to protect the names of its beverages, but another company had previously filed an application with the U.S. Patent and Trademark Office to register a similar mark. 

    Result: Caplin & Drysdale advised the company that it could file a notice of opposition with respect to the pending application if it had begun using the marks prior to the applicant. Caplin & Drysdale then filed the notice of opposition, presented evidence to the Trademark Trial and Appeal Board and filed the necessary briefs. The Board subsequently ruled in the company's favor and denied the applicant's application for registration.
Services

If your entity has trademarks or service marks that you wish to protect, or if you are trying to decide what mark to use with respect to your goods or services, we can do the following:
    • Advise you regarding the availability of the mark
    • Register the mark
    • Advise you with respect to the manner in which you should use the mark
    • Make all post-registration fillings required for the maintenance of a registration
    • Assist you with the enforcement of your rights in the mark with respect to third parties

Guiding You Through Mergers and Acquisitions

If your entity is considering a merger, acquisition, or sale, Caplin & Drysdale can help you evaluate your options and identify the best type of transaction to accomplish your goals. We also can help structure the transaction, making sure to account for the corporate law and tax consequences, and we can draft and negotiate the documentation necessary to effect the transaction.

Representative Engagements

  1. A company wished to acquire another company whose business would complement its existing business, but was uncertain as to the optimal manner in which to structure the transaction.

    Result: Caplin & Drysdale advised the company with respect to the various structuring options, drafted and negotiated the purchase agreement and all ancillary documents, conducted due diligence with respect to the company to be acquired, and advised the company on issues arising as the result of the due diligence. Caplin & Drysdale also assisted the company in restructuring its bank loan to permit the acquisition to occur.

  2. A company wished to sell substantially all of its operating assets and, in contemplation of such sale, modify its existing corporate structure.

    Result: Caplin & Drysdale advised the company as to the corporate structure that would best accomplish the company's goals and assisted the company in taking the legal steps necessary to achieve the corporate restructuring. Caplin & Drysdale then drafted and negotiated the sale agreement and certain ancillary documents necessary to effect the sale. Caplin & Drysdale also advised the company with respect to issues surrounding the securities that the company received in partial payment of the sales price

Our Services

If you are considering any type of business combination or sale of all or part of your business, we can do the following:

    • Advise you regarding alternative ways to structure the transaction
    • Draft and negotiate the documentation necessary to effect the transaction
    • Conduct legal due diligence with respect to the transaction
    • Advise you regarding the corporate approvals required to consummate the transaction

Profiled Attorneys
of the Month

William Klimon
William M. Klimon
(202) 862-5022