CORPORATE AND BUSINESS LAW PRACTICE

Transcription

1 CORPORATE AND BUSINESS LAW PRACTICE

2 Spruce Law Group s Corporate and Business Law Practice: Our Value Proposition Legal Services Optimized. Spruce Law Group provides big- firm quality, highly- responsive representation, delivered with individualized service and unmatched value. Our attorneys have practiced in some of the largest and most respected global firms, corporate legal departments, and boutique litigation firms. We are a team of seasoned legal professionals and industry experts, with pedigrees equal to those found at traditional large firms, but our highly innovative law firm structure enables us to serve your needs with maximum efficiency. We are committed to delivering top-quality legal service with predictable, value- driven billing arrangements. Simply put we get it! Our Corporate Clients. Spruce Law s experienced business attorneys provide expert advice and efficient representation to corporate clients of various sizes, including: start-ups, mid-caps, large institutional players and fortune 500 companies. Whether structuring a complex merger, acquisition, or finance transaction, acquiring or retaining key talent, or simply documenting a routine business arrangement, we take great pride in providing precise, tactical, and responsive legal representation for every deal. Cross-Disciplinary Skills and Experience. Unlike traditional boutique law firms that focus on a single practice area (e.g., intellectual property or employment law), SLG maintains a roster of legal veterans and industry experts across all of the essential business law practice areas. We provide the cross-disciplinary knowledge and experience required to handle large corporate and finance transactions. We routinely form transaction teams bringing tax, general corporate, real estate, employment and intellectual property law advice to the table to efficiently structure and close complex corporate deals for our clients. Traditionally, legal consumers were forced to use large expensive law firms for their one-stop shopping for multi-faceted business transactions. Spruce Law provides a better, more efficient alternative for savvy legal services consumers who require experience and value to negotiate and document their business transactions. Common Sense, Results-Driven Approach. Your primary business goals and objectives are always the most important aspects of the deal. Somehow the legal profession has lost track of this simple idea. We have not! We listen before we speak. We take the time to learn what is most important to you, so that each representation and each document is tailored to your precise business needs and goals.

3 Representative Corporate and Business Law Engagements The following are examples of transactions and representations handled by our experienced corporate lawyers and attorney teams: Represented global CRO in $10.9 million acquisition of Phase I clinical trial management services company. Represented a regional snack food manufacturer with the sale of significant assets to a top national food and snack manufacturer with four union bargaining units. Handled all of the labor and employment related issues including addressing the multi-employer pension plan and reduction in force issues. Represented major pharmaceutical company in $2.2 billion acquisition of health care division from global company and related $1 billion spin-off of North American part of the business to a major competitor. Represented venture capital client in advisory service agreement with international technology company. Represented incubator software development company in negotiating complex royalty agreement with a large teaching hospital sponsor. Represented hedge fund sponsor in $200,000,000 fund formation. Drafted and negotiated a joint venture between major health care company and key division of global pharmaceutical company for the creation of a new company to dispense prescription pharmaceuticals by mail. Represented seller in sale of internet service business. Represented issuer in common stock offerings to international investors. Represented venture capital fund in acquisition of interest in emerging technology company. Represented an entity with the acquisition of over fifty (50) health care facilities through a syndicated investment structure. Represented regional audiology practice with sale of its business in joint venture structure to international audiology company and subsequent acquisition of competing business by the joint venture. Serve as general counsel for a Philadelphia based government contractor handling all of the company s legal matters such as real estate, finance, employment and litigation.

4 Matthew T. Kelly, Esq Spruce Street Philadelphia, PA Direct: (267) Mobile: (717) E-Fax: (267) Matt is a founding member of Spruce Law Group and a member of the firm s Real Estate and Real Estate Finance Groups. Matt maintains a broad commercial real estate, finance, tax and business transactions practice. He represents numerous lenders, investors, developers and corporate entities in real estate transactions of all types, including, acquisition, leasing, development, construction and permanent financing, as well as equity investments. Matt s practice also includes advising clients on the tax and corporate aspects of real estate transactions, including, business formations, acquisitions, dispositions, depreciation and tax-deferred exchanges. Matt has vast experience in tax planning for pass-through entities such as limited liability companies, partnerships and S corporations. Matt brings dynamic and thoughtful problem solving to every client issue. Matt has designed, negotiated and documented numerous real estate and financing transactions involving multimillion dollars of value for the acquisition of (and at other times disposition of) asset classes of all types including land acquisition, multi-family, office, retail and residential. Practice Areas Real Estate Finance Real Estate Development Real Estate Acquisitions & Dispositions Condominium and Planned Community Projects Corporate Real Estate Real Estate Joint Ventures Commercial Lending Corporate Formation and Governance Commercial Transactions Government Guaranteed Lending Transactional Tax Practice Professional Associations & Boards Faculty, Lancaster County Day School Board of Directors, Friends of Lancaster Public Library Education LL.M Taxation, Villanova University School of Law, 2007 J.D., Widener University School of Law, 2003 B.S., Albright College, 1982 Bar and Court Admissions Supreme Court of Pennsylvania U.S. District Court for the Eastern District of Pennsylvania United States Tax Court Representative Transactions Represented land developer with the acquisition, disposition, and development and syndicated equity financing of a 463 unit residential project. Provided planning advice on realty transfer tax, enabling a developer client to take advantage of the turn-key exception to Pennsylvania Realty Transfer Tax. Provided planning advice on a $10,000,000 refinance transaction avoiding over $200,000 in realty transfer tax in New Jersey. Represented numerous borrowers in multi-million dollar capital market loans. Represented public utility company in the acquisition of community Water Company. Represented a construction lender in the financing of construction of luxury townhomes at New Jersey Shore locations. Represented multiple borrowers in construction to permanent financing transactions of Temple University student housing projects. Represented developer in equity financing of townhome project. Represented lender in financing of numerous multi-family projects in the greater Philadelphia area. Represented venture capital clients in advisory service agreement with international technology company.

5 Edward J. Buthusiem, Esq Spruce Street Philadelphia, PA Direct: (267) Mobile: (610) E-Fax: (267) Mr. Buthusiem is a seasoned global business and regulatory lawyer and former corporate executive with broad and sophisticated experience, having served as the General Counsel of two major divisions of 2 multinational companies and as an attorney in the business, securities and international law practice groups at two global law firms. Throughout his career, he has operated under the philosophy that a successful lawyer must be a problem solver who offers creative legal alternatives to help clients achieve their business objectives. At the same time, he understands that today s businesses require value and efficiency from their legal advisors. Mr. Buthusiem represents clients on a wide variety of business, regulatory, intellectual property, litigation, transactional, compliance, and corporate matters, with particular emphasis in the areas of commercial contracts, technology licensing arrangements, strategic alliances, business formation and planning, securities, mergers and acquisitions, venture capital, financing transactions, employment and human resources, and corporate governance. Prior to joining Spruce Law Group, Mr. Buthusiem served Danaher Corporation s KaVo Kerr Group as General Counsel of its $2.3 Billion global medical device business. Mr. Buthusiem designed and built a 15 person legal department to support this business on a global basis. In his capacity as General Counsel, Mr. Buthusiem managed all aspects of legal support, including compliance, intellectual property, litigation, mergers and acquisitions, commercial transactions and counseling on a variety of laws, including FDA regulatory, antitrust, labor and employment, OFAC, FCPA and fraud and abuse. Mr. Buthusiem also managed the Company s Global Environmental Health & Safety and Global Trade Compliance programs. Prior to joining Danaher, Mr. Buthusiem spent 20 years with GlaxoSmithKline in various senior positions in GSK s global legal department, including Vice President of Business and Corporate Development Legal Transactions, Senior Vice President R&D Legal Operations and Vaccines and Senior Vice President & Special Counsel. Mr. Buthusiem led the strategic planning and financial management function of GSK s global legal department. He also led GSK s Securities Law practice area, which included responsibility for all US and UK securities disclosures and regulatory filings. In this role, Mr. Buthusiem managed the overall Legal Simplification Program for Legal, which delivered over 70M of savings over 3 years through the achievement of greater efficiencies in the provision of legal services. Among his many responsibilities, Mr. Buthusiem was a member of GSK s Disclosure Committee and was also legal counsel to GSK s Pandemic Vaccine Crisis Management Team. He counseled GSK on a variety of complex transactions, including the acquisition of Diversified Pharmaceutical Services, the divestiture of SB s Animal Health Business, the sale of SB s Clinical Laboratories business and the merger with GlaxoWellcome. Ed was appointed as the General Counsel of Pharma R&D and Vaccines following the GSK merger. In this role, Mr. Buthusiem formed the first fully dedicated GSK Legal department to serve the global needs of Pharma R&D and Vaccines in the areas of regulatory law, compliance, licensing, commercial agreements and many other substantive areas of law. Mr. Buthusiem began his legal career in private practice at the global law firms of Fried, Frank, Harris, Shriver & Jacobson and Dickstein, Shapiro, where he represented companies in connection with leveraged buyout transactions, SEC enforcement, international transactions, banking, public and private offerings of equity securities and general compliance with securities laws, mergers and acquisitions, venture capital, and debt financings, among other corporate disciplines. Practice Areas General Corporate Commercial Contracts International Law Import Export Law Business Formation and Planning Life Sciences Licensing, Marketing and Distribution Mergers and Acquisitions FDA Law FCPA and OFAC Law Antitrust Law, domestic and foreign Employment and Human Resources Law Department Management Bar Admissions Pennsylvania District of Columbia Previous Experience KaVo Kerr Group, a Danaher Company, Vice President & General Counsel Philadelphia, PA Senior Vice President & Special Counsel, GlaxoSmithKline, Philadelphia, PA Senior Vice President and General Counsel, R&D Legal Operations and Vaccines, SmithKline Beecham Philadelphia, PA Dickstein Shapiro, LLP Washington, DC Fried Frank Harris Shriver & Jacobson Washington, DC Professional Associations & Boards Philadelphia Bar Association Washington DC Bar Association Chairman, Temple University, CLA Board of Visitors Implant Direct, LLC Education J.D., University of Pennsylvania, with distinction B.A., Temple University, magna cum laude

6 Clifford K. Weber, Esq Spruce Street Philadelphia, PA Direct: (267) Mobile: (484) E-Fax: (267) Mr. Weber is an accomplished and highly experienced corporate, transactional, and intellectual property attorney, who has served as General Counsel, sole Corporate Counsel, and global intellectual property counsel, for both multinational, publicly traded companies and for entrepreneurial, start-up companies. He also has worked for major research universities and medical research centers and has been an attorney in the Washington, D.C. office of a global law firm. His technical background and legal expertise span across various industries, including agriculture, defense, education, electronics, entertainment, financial services, food, health care, high technology, life sciences, medical devices, pharmaceuticals, software, and telecommunications. Having served as in-house counsel, Mr. Weber understands that clients value strategic, insightful advice delivered with a keen focus on practical business goals, and with the need to be highly efficient and cost-sensitive. Mr. Weber believes that counsel must partner closely with clients and ask the right questions to provide thoughtful, proactive legal solutions. Mr. Weber has prepared and negotiated numerous international commercial agreements and corporate transactions, including research, intellectual property licensing, master purchase, software development, content licensing, operating, financing, merger and acquisition, software licensing and escrow, equipment leasing, engineering, and confidentiality agreements. Especially in the life sciences area, Mr. Weber has extensive experience with a broad range of transactional matters. His work has comprised pre-clinical sponsored research, patent licensing, sponsored and investigator-initiated clinical trial, manufacturing and supply, inter-institutional, research and development, master services, and grant agreements, as well as government contracts. Additionally, he has advised clients on multimillion dollar stock and asset acquisition agreements. With his strong life sciences background, and clinical research experience, Mr. Weber is quite comfortable working with researchers, scientists, engineers, and clinical investigators. He has worked with large, mid-size, small, and specialty pharma, drug discovery, medical device, dental, animal health, and biotechnology companies, as well as contract research organizations (CRO s). Mr. Weber also provides mission-critical, strategic intellectual property advice. His work has covered patent prosecution,trademark and copyright registration, trade secret protection, technology transfer, research and technology development, intellectual property audits, due diligence, and management of global intellectual property portfolios. He has obtained valuable patent and trademark regional and country-specific protection both in the U.S.A., and throughout the world. Mr. Weber s transactional and intellectual property expertise is matched by his deep experience with litigation. He has focused on commercial and intellectual property litigation, including patent, copyright, and trademark infringement, and commercial disputes, with work in state and federal courts, as well as alternative dispute resolution. He also has substantial experience with regulatory matters and compliance in such diverse areas as scientific misconduct, HIPAA and privacy, FDA, NIH, export, OFAC, ITAR, SEC, and Sarbanes-Oxley compliance. Prior to law school, Mr. Weber was also a medical researcher and student at Washington University School of Medicine. He has written three chapters of a medical textbook on cardiovascular magnetic resonance imaging. Practice Areas Intellectual Property Commercial Contracts Life Sciences and Technology Licensing General Corporate Law Technology Transfer, Research and Development, and Clinical Research Patent, Trademark, and Copyright Law Trade Secrets International Trade and Export Controls Business Formation and Planning Mergers and Acquisitions Law Department Management Bar Admissions U.S. Patent & Trademark Office District of Columbia Previous Experience Assistant General Counsel, Vishay Intertechnology, Inc. Corporate Counsel, ICON Clinical Research, Inc. Associate Director, Corporate Contracts, University of Pennsylvania General Counsel, BroadRelay, Inc. General Counsel & Founder, Pepgenics, LLC Assistant Counsel and Director of Intellectual Property, Thomas Jefferson University Kilpatrick Stockton, LLP Rothwell Figg Ernst & Kurz, P.C. Professional Associations American Intellectual Property Law Association District of Columbia Bar Education J.D., Georgetown University Law Center M.A., The Johns Hopkins University A.B.., Washington University, universali cum honore, Dean s List, Chancellor s Honorary Scholar, National Merit Scholar