BUSINESS LAW & LITIGATION
Business, Contract & Securities Law
The attorneys in Shumway Van’s securities law practice group advise clients on securities issues and assist with preparing and filing registration statements, proxy statements, annual, quarterly and current reports and other governmental filings as well as private placement memoranda and related private offering materials.
Our firm’s approach is to thoroughly understand a company’s business and objectives so that our attorneys can better and more effectively advise each client as well as to help ensure that any disclosure documents are accurate and complete.
At our firm we understand that there is a difference between simply assisting our clients with drafting offering and disclosure documents and helping to guide them to opportunities and relationships that can help them to achieve their goals; thus we are able to leverage our knowledge and contacts to identify people and businesses that can help our clients to grow their businesses.
Although the principal focus of public and private offerings of securities is compliance with, or meeting requirement for exemptions from, federal and state securities laws, but can also be an important element in many other business transactions, including mergers and acquisitions and the formation of new ventures, including but not limited to corporations (S and C varieties), limited liability companies, limited and general partnerships, and joint ventures.
Public Offerings. We represent public companies and companies seeking to access public markets in initial public offerings (IPOs). When representing issuers, we typically become involved in all aspects of corporate and business planning and structuring so as to most effectively and efficiently provide the result that our clients are seeking.
Private Offerings. Some of our clients are active issuers of securities in private transactions which include Regulation D and Regulation S. These transactions often involve complex resale and trading issues. We also render advice regarding exemptions from federal and state securities registration laws and related regulatory matters. As is the case with public offerings, we also represent issuers, placement agents and investors in private (exempt) transactions.
Transactions. The securities law practice group performs a wide range of complex corporate transactions including mergers and acquisitions. Our lawyers apply their knowledge of securities laws and financing trends to assist clients in consummating these often difficult transactions in an innovative, cost-effective and timely manner.
Business Entity Formation
The Firm provides counsel with respect to all aspects of establishing, organizing capitalizing and maintaining business entities, including: (i) corporations; (ii) limited liability companies; (iii) limited and general partnerships; and joint ventures. Our attorneys can assist you in drafting and negotiating the agreements and instruments necessary to conduct your business successfully, such as:
Joint venture agreements,
Commercial sales and services agreements, and
Our firm can guide your new or established company in all aspects of finance, business combinations and other capital transactions, including:
Debt and equity financing,
mergers and acquisitions, and
stock and asset sales.
Shumway Van represents clients in all facets of retail, office, and industrial leasing and real property management. Our attorneys efficiently handle all aspects of the landlord/tenant relationship, including structuring, negotiating, and documenting all types of leases. Our services include but are not limited to:
Retail Leasing. Our attorneys have experience in the negotiation and documentation of all types of leases. Our experience includes the representation of developers for premises within regional malls, power centers, entertainment/lifestyle centers, community shopping centers, neighborhood shopping centers, and mixed-use projects in a variety of different lease transactions, including build-to-suit leases, reverse build-to-suit leases, pad leases, major tenant leases, and shop leases. In addition, our attorneys have significant experience representing both developers and retailers in ground leasing transactions.
Our attorneys also have experience representing developers and retailers selling and acquiring portions of land within a retail center and preparing corresponding purchase and sale agreements, reciprocal easement agreements, development agreements, and other agreements common to such transactions.
Office Leasing. Our attorneys also represent landowners and tenants in acquiring, developing, constructing, leasing, financing, and disposing of all types of office projects. Our experience includes negotiating and documenting office leases for landlords and tenants alike. In addition, we review office leases in connection with our representation of lenders and purchasers of major office projects and also have review, analyze, and develop form lease documentation for office projects.
Industrial Leasing. Our attorneys have experience representing major industrial developers and industrial tenants. We negotiate and draft leases on behalf of landlords and tenants of industrial space in multitenant and single-tenant industrial projects.
Shumway Van is proud to have represented a variety of traditional and nontraditional lenders, including banks, finance companies, private investment funds, and other entities, as well as developers and other borrowers, in the financing of real property, businesses, receivables, and other assets. Our finance capabilities are all-encompassing and include the initial structuring and closing of finance transactions, loan administration, workouts, and loan restructures.
We efficiently handle the following types of matters:
Both standard and exceedingly complex financing transactions, including acquisition, development, construction, bridge and permanent loan transactions,
Multistate/multiparcel cross-collateral transactions,
Revolving lines of credit,
Loans secured by ground leases,
Loans secured by fractional ownership interest receivables,
Loans secured by crops and other farm products, and
The issuance of letters of credit.
Often there are multiple lenders involved in a financing transaction, and, as a result, we also draft and negotiate a variety of intercreditor, participation, or loan syndication agreements.
Shumway Van provides aggressive and innovative representation in civil litigation. Our trial practice is designed to fit the needs of our clients and the changing environment of the law. The last century has seen an explosion of civil litigation bringing with it new causes of action and theories of liability. Our firm makes it a priority to stay in touch with the changing practice of law by listening to the needs of our clients and by monitoring case law and industry trends.
Our litigation practice includes: medical and professional malpractice, products liability, construction liability, premises liability, vehicular accidents, and fire liability. Due to the breadth of our litigation practice, our attorneys are experienced in general and specialized tort litigation, including negligence, intentional torts and statutory causes of action.
Based upon our litigation experience, the legal team at Shumway Van has the ability to accurately evaluate the value and strength of each case. Our attorneys are able to assimilate the facts of a case, client goals, and the law to develop a litigation plan of action that is aggressive, realistic, and cost-effective.
The Firm’s litigators know that good results in litigation are the product of hard work and skill. We know how to effectively prepare for trial and try cases. From the earliest stages of litigation, we analyze the strengths and weaknesses of the case and marshal the evidence necessary to promote our client’s position. Our seasoned trial lawyers know from experience how to efficiently navigate the litigation process, how to favorably position a case, and how to persuasively present that case at trial.
The fact is that an overwhelming percentage of lawsuits settle at some point. Good settlements are negotiated from a position of strength. That strength comes in part from a demonstrated willingness and ability to vigorously advocate a client’s position successfully through trial, if necessary, and to perform at the highest levels of the profession.
We seek to understand our clients’ legal and business objectives and to map out a strategy to satisfy both those objectives. In this respect, we give our clients a prompt, honest, and practical evaluation of their legal position. Our litigators work closely with our transactional attorneys and draw upon their substantive expertise to better serve our clients. Our success is derived from performing high-quality legal work at a reasonable price while providing superior service.
Real Estate & Construction Law
Real Estate Acquisitions & Dispositions. Fundamental to our real estate practice are the acquisition and disposition of every conceivable type of real estate asset, including raw land, commercial, retail, office, industrial, master-planned residential, multifamily, and mixed-use projects. Our services include:
Document Negotiation. We negotiate and draft brokers’ listing agreements, letters of intent, option agreements, purchase and sale agreements, deeds, assignments, and other documents required in connection with the closing and any other contracts required in connection with, or unique to, a transaction.
Due Diligence Review. Clients seek our advice with site selection analysis; economic feasibility studies; physical, environmental and land use due diligence; title and survey review; lien and litigation searches; and corporate authority concerns.
Financing. Our attorneys negotiate and document every conceivable type of financing product associated with a real property acquisition. We also negotiate and coordinate the payoff, assignment, and assumption of existing loans.
Lease and Contract Review. We review and analyze existing leases and contracts, identify and obtain requisite third-party consents to transactions, and ascertain, among other things, the rights and costs to assign or terminate applicable leases and contracts.
Risk Management. Our attorneys place great emphasis on the long-term implications of client transactions. This includes sophisticated and strategic risk management review and analysis, with a focus on indemnity protection, insurance coverage, waivers and releases, disclosures, post-closing rights, and alternative dispute resolution.
The frequency with which we deal with complex transactions gives us a distinct advantage in effectively addressing our clients’ concerns and providing services that may be unfamiliar with less specialized firms. We recognize the unique nature of each deal and the need to be flexible in approach and creative when solving complex problems. Each transaction presents unique issues and challenges that our attorneys face and resolve every day.
Workouts & Commercial Remedies
Shumway Van represents lenders, loan servicers, borrowers, and tenants and landlords in defense and enforcement litigation, transactional workouts, and bankruptcy matters. We also represent both sellers and purchasers of distressed loans and properties, and provide legal expertise in related areas. Our services include but are not limited to:
Representation of Lenders and Services. We have considerable experience in renegotiating troubled loans, addressing lender liability exposure, strengthening the lender’s position if the borrower ultimately files bankruptcy, and making arrangements for resumption of loan payments and/or setting deadlines for disposition or refinancing of property.
Workouts. A successful workout requires the ability to deal with a wide variety of issues, and we take advantage of the unique wealth of information and expertise possessed by our firm’s colleagues. Our overall approach to workouts is a “business oriented” one that sensitizes the client to relevant legal issues and tailors the legal response to conform to the client’s business considerations.
Judicial Foreclosures and Receiverships. Our attorneys have extensive experience in receiverships, prosecuting and defending judicial foreclosure matters of varying sizes and degrees of complexity, and obtaining and collecting deficiency judgments.
Bond Litigation. We are experienced in litigation matters relating to municipal bond financing for real estate development and related infrastructure facilities and services.
Shumway Van has experience in all legal aspects of the design and construction process, including construction and design agreements; commercial, residential, and public works projects; and all types of construction claims and dispute resolution. Our attorneys practice in the areas of land development, financing, bankruptcy, land use, zoning, environmental matters, insurance coverage, labor and employment, litigation, and leasing. Our attorneys draw on the expertise of both transactional and litigation attorneys, who have extensive experience in all aspects of the construction process. Our services include but are not limited to:
Transactional Counseling. Our transactional attorneys develop, negotiate, and prepare construction contracts, architect agreements, engineering and design agreements, professional services agreements, purchase orders, payment and performance bonds, mechanics’ liens, stop notices, notices of completion, consulting agreements, and construction management agreements.
Litigation. Our litigation attorneys have handled complex claims and litigation matters involving the various aspects of construction projects. These matters have involved construction defects, soil subsidence, design professional malpractice, contractor-subcontractor disputes, mechanics’ lien and stop notice and other actions involving construction-related issues. Our litigation attorneys are also knowledgeable about the various alternative dispute resolution tools and are aggressive in recommending and pursuing such alternatives when they are in the best interests of the client.
Our goal is to provide time-sensitive, cost-effective legal representation on all types of construction matters. A particular advantage is our use of an interdisciplinary team approach. For example, both litigation and transactional expertise can be applied rapidly to deal with construction and construction defect problems, in the contracting phase, during construction, and especially during post-completion.
When intellectual property is the primary asset for your business you need technology attorneys who understand how to blend legal and business strategies so that your best interests are always served and your business prospers. Unfortunately, almost all successful technology or IP-related companies also need attorneys who are able to successfully prosecute claims through litigation and other means when intellectual property assets are being challenged.
At the law firm of Shumway Van we represent technology companies and other owners of intellectual property at every stage of business from start-up through seed, angel, and venture capital financings to initial public offering. As an owner of intellectual property you represent one of the fastest-growing sectors of a world economy. As lawyers who represent businesses and the business interests of individuals, we understand your unique needs and objectives related to intellectual property and business strategy generally.
Founders, inventors, investors, and management teams choose our law firm because of our knowledge of the venture capital and finance markets, the passion our IP lawyers have for the technology sector, and our law firm’s track record in structuring and negotiating successful and viable transactions. Our lawyers know technology and know business and that makes our law firm a good partner for any business to have.
At Shumway Van our lawyers regularly represent clients in contract negotiations. With respect to technology transactions the representation often involves IP licensing rights related to a myriad of issues common in local and national economies. From drafting software, technology or other such intellectual property licenses, to negotiating agreements that help the owner of the intellectual property to extract significant value from the asset, our technology attorneys provide clients with substantive expertise to help meet their immediate business objectives and to anticipate broader enforcement and related issues.
Our intellectual property attorneys have significant experience with:
Negotiating and drafting complex agreements to obtain, protect, commercialize, and license technology and computer-related intellectual property rights.
Negotiating and drafting complex copyright development, transfer, and licensing agreements.
Drafting online and electronic commerce contracts, disclaimers, legends, and privacy policies.
Drafting and negotiating computer software and hardware licenses and transfers.
Trade Dress Litigation
False Advertising Litigation
Unfair Competition Litigation
Lanham Act Litigation
Domain Name Litigation
Right of Publicity Litigation