Duane Morris LLP

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CORPORATE

Duane Morris provides practical and creative legal counsel, while assisting clients in complying with regulatory, statutory and other legal mandates. Our corporate lawyers share our clients' entrepreneurial passion and deliver responsive representation that is important for successful business organizations.

We advise clients in forming business entities and assist them in defining the rights and relationships of owners and stockholders. For companies in other stages of the business life cycle, our group develops and implements exit strategies and handles succession planning matters (particularly for closely held or privately held entities).

We are experienced in negotiating, drafting and reviewing agreements of all types, including employment, distribution, manufacturing, licensing, outsourcing and other agreements. Our lawyers regularly advise on technology licensing, transfer and collaboration arrangements for information, life sciences and other technologies. For many clients, we provide guidance for compliance with international trade, import-export controls, customs and other regulatory requirements.

Strategic Business Planning
Whatever your business goals may be, we have experienced attorneys ready to help you achieve them through strategic planning. Long-term business planning built on market research, cash management strategies and inventory cost analysis all fall within the ambit of strategic business planning. Our attorneys offer both private and public companies individualized, targeted solutions to complex business issues, from problem identification to strategy formulation and implementation to outcome review and assessment.

Joint Ventures and Strategic Alliances
As joint ventures and strategic alliances grow more prevalent, our corporate attorneys become increasingly involved in counseling both private and public companies on these means of expanding into new markets, funding research, and developing and marketing new or existing products, among other goals. Sharing the risks and costs allows businesses to better pursue opportunities and increase their chances for financial success. Our corporate attorneys can help by providing pragmatic, innovative advice on the formation, financing, operation, restructuring and governance of strategic alliances and joint ventures. We are also adept at shaping the dissolution of joint ventures for our clients, formulating exit strategies that address issues such as ownership and licensing of intellectual property, division of territories and customers, and noncompete agreements. Our reach is global as well as cross-border and national.

Corporate Governance
Concerns about corporate governance are front and center in the minds of board members, executives, shareholders and investors. Our corporate attorneys assist both public and private businesses to formulate and implement practices and procedures to help ensure that governance crises do not develop. They are also experienced in advising clients when crises must be managed.

We advise corporations and their officers and directors about governance issues, regulatory compliance and similar matters, including current applications and interpretations of the Sarbanes-Oxley Act. Our clients receive advice on matters of fiduciary responsibility of directors and officers, disclosure issues, financial reporting, management succession and compensation, board composition and structure, conflict of interest and change of control matters, including proxy contests and takeover bids, stockholder rights plans and other poison pills, and receive advice regarding NYSE and NASDAQ corporate governance requirements.

Our attorneys provide corporate governance advice to privately owned firms and nonprofit organizations as well as publicly held businesses. Many private companies have decided to adopt the stringent standards of corporate governance and internal controls and procedures that public businesses now follow. In addition to advising U.S. clients, our corporate attorneys advise clients based in the United Kingdom, including affiliates of U.S. clients, on corporate governance matters in the United Kingdom. We also advise clients based in the United Kingdom and elsewhere outside the U.S. on corporate governance matters affecting their U.S. affiliates and operations.

Mergers and Acquisitions
Duane Morris represents clients in both U.S.-based and transnational acquisitions and divestitures of both publicly held and privately held companies. Our corporate attorneys are experienced in developing and implementing creative strategies designed to maximize value and position our clients as advantageously as possible in mergers and acquisitions. Our counsel is aimed at structuring the negotiations and transactions within these events to help best meet our clients' immediate needs and long-term business goals.

Private Equity/Venture Capital
Duane Morris corporate attorneys understand the advantages and potential pitfalls for both investors and investment seekers in the private equities and venture capital markets. Our attorneys assist private equity funds, investment banks, financial institutions and individual investors with structuring and consummating private debt or equity investments. We also assist private equity fund clients and management boards initiate, structure and complete leveraged buyout offers to take companies private.

Our attorneys serve as counsel to numerous venture capital funds, especially in the biotechnology industry, and have considerable experience in structuring venture capital and other equity and mezzanine investments in early-stage companies. For entrepreneurs, early-stage companies and developing mid-size companies, we provide a wealth of guidance and counsel to help them find the right investors to partner with to grow the business.

Securities Law
Duane Morris' Securities Practice Group represents issuers, underwriters, selling shareholders, venture capital firms and others in all types of public and private transactions involving the offering and sale of securities. Our attorneys also counsel corporations and their officers and directors in matters of public disclosure and other aspects of ongoing compliance with the federal and state securities laws and the rules and regulations of NASDAQ and the New York and American Stock Exchanges.

Corporate Compliance
Duane Morris advises corporations, partnerships and sole proprietorships on developing and implementing internal programs to educate officers, owners and employees in all aspects of compliance. We also counsel clients on conducting internal investigations and defend companies in government investigations, criminal prosecutions and civil enforcement actions.

Duane Morris LLP
744 Broad St #1200
Newark NJ 07102
Tel: 973 424-2000
Fax: 973 424-2001