WALTERSLACEY LLP

We provide legal counsel to many types of businesses and organizations including corporations, limited liability companies, partnerships, sole proprietors, professional corporations, schools, colleges, post-graduate educational institutions, private foundations, churches and many 501(c)(3) organizations.

For our commercial clients, we provide services regarding formation, capitalization, purchases and sales of going entities, maintenance, and the legal concerns that arise with growth. We draft, review and negotiate commercial contracts, negotiate disputes, pursue accounts receivable, conduct due diligence on sales and purchases of various entities, and render assistance with the myriad of challenges that arise in the complex business environment.

Based on our knowledge of your specific business, we are much better able to create a business entity that matches your needs, to draft business agreements that protect your interests, and to negotiate deals that achieve your goals.

Services we provide:

• Formation and maintenance of corporations (including non-profits), limited liability companies, partnerships, and other types of business entities;
• Drafting, review, and negotiation of all types of business contracts including purchase and sale agreements, employment contracts and severance agreements, construction contracts, nondisclosure/noncompete agreements, shareholder agreements, redemption/buy-sell agreements, end user license agreements, employee/student handbooks, and much more;
• Negotiation and/or litigation of disputes;
• Pursuit of accounts receivable;
• Conducting of due diligence on sales and purchases of various entities;
• And more -- services vary from industry to industry and business to business.

Representative client matters:

• Represented non-profit institution in $8,500,000 complex property-acquisition/bond financing transaction/commercial condominium conversion.
• Developed intellectual property rights management program for private foundation’s public service campaign encompassing trademarks, service marks, copyrights, and licensing and policing third party infringers.
• Incorporated private Christian school.
• Represented historic church in dispute over endowment trust funds managed by third party charity.
• Negotiated book contracts with publisher on behalf of various authors including non-profit organization and individuals.
• Formed limited liability company for a fast-growing internet retail clothing seller.
• Represented regional company in merger with a health industry business resulting in a $15,000,000 national company.
• Structured a buyout of 30+ year old company by its employees.
• On behalf of a Massachusetts high-tech company, negotiated $3,000,000+ investment by foreign corporation including multiple series of Preferred Stock.
• Represented commercial developer with respect to the purchase and sale of a multi-million dollar real estate deal in Boston.
• Represented charities in property build-out and acquisition matters.
• Formed limited liability company to purchase real estate for an industrial business.
• Represented pizza business in successful sale and transition to new ownership.
• Represented environmental consulting firm and its investor group in their purchase of the business and assets of a private wastewater treatment facility. Established limited liability companies, drafted purchase documents and related contracts, negotiated a long term lease of the facility with purchase option, and advised client regarding bank and private equity financing.
• Represented food brokerage business regarding the redemption of controlling stockholder’s interest in eleven affiliated companies in exchange for cash, a consulting agreement and a long term position on the board of directors of the various companies. Drafted stockholder agreements, stock redemption agreements, consulting agreements and resolutions.
• Advised food brokerage client on acquisitions and organization of Massachusetts corporations. Prepared asset purchase documents, incorporation documents, by-laws, shareholder agreements and employment contracts.
• Advised regional savings bank in various matters including vendor contracts, real estate acquisitions, branch leasing and ATM locations.
• Advised Massachusetts hospitality corporation on the acquisition of the assets of a restaurant chain through a bankruptcy sale, including ten locations in seven states. Negotiated asset purchase documents, assignment and assumption agreements, reviewed location leases, resolved issues with landlords and managed co-counsel on licensing issues.
• Represented investor group in purchase of amino acid and coal gasification technology from Russian inventors. Established limited liability company; drafted purchase documents, organizational documents, required consents, and related contracts; worked with attorneys in Moscow regarding Russian intellectual property; reviewed Swedish license agreement and discussed same with Swedish counsel; preparation of legal opinion.
• Represented nation’s largest petroleum lubricants distribution company in acquisitions of regional lubricant distributors’ businesses or assets. Negotiated purchase documents, leases, and related agreements.
• Represented Delaware limited liability company involved in break-through electric motor technology. General corporate advice concerning employment agreements, contracts, confidentiality agreements, leases, warrant agreements, financing, joint ventures, etc.
• Represented client in purchase of nationwide seafood business. Created corporate entities, drafted purchase agreements and employment agreements, reviewed leases and licensing agreements, ongoing corporate advice. Advised company on multi-million dollar line of credit facility for operation of the business.
• Counsel to advertising firm of approximately one thousand employees. Provided general corporate advice regarding contracts, vendor agreements, licensing agreements, noncompetition and confidentiality agreements, employment agreements, trademarks and severance agreements. Reviewed ad copy for General Motors and other advertisements. Advised client in refinance of multi-million dollar term loans and lines of credit, including review of all loan documentation and preparation of required consents and legal opinions.

Past results do not guarantee future success.