Corporate and Commercial Transactions

Manning Kass assists businesses nationwide with a wide variety of services covering virtually the entire corporate spectrum, with particular emphasis on corporate formation and maintenance, mergers and acquisitions, and commercial transactions. Our Corporate and Commercial Transactions team is led by Anthony "Tony" Ellrod, who has been honored as a 2005–2010 and 2016–2024 Super Lawyer.

We counsel clients in the formation and maintenance of legal entities such as:

• Complex Corporate Structuring;
• Entity Creation and Maintenance;
• Partnerships and limited liability partnerships; and
• 501(c) organizations.

Our corporate maintenance services include:

• Annual statements of information, minutes, and other compliance;
• Employment and other agreements;
• Insurance counseling;
• Operations and compliance counseling; and
• Risk management.

In mergers and acquisitions, we can assist with:

• Acquisitions and sales, including of subsidiaries, divisions and other assets;
• Complex licensing and asset-sharing arrangements;
• Joint ventures;
• Strategic alliances; and
• Tender and exchange offers.

Because most of our team started their careers as litigators, we are uniquely qualified in commercial transactions and negotiations to determine which provisions are likely to draw litigation, and can distinguish between the million-dollar vs. nominal value issues. Related general services include:

• Registration and protection of intellectual property
• Review, negotiation, and drafting of:
  • Leases
  • Vendor agreements
  • Marketing, influencer, and related agreements
  • Asset purchase agreements
• Review, negotiation, and drafting of:
  • Loan
  • Finance
  • Related documents
• Negotiation and drafting of:
  • Distribution agreements
  • License agreements

Team members frequently act as corporate counsel for small- to mid-size businesses and, as such, are sensitive to not only the legal issues confronting our clients but business considerations that influence strategy. We are experienced in providing a one stop shop for all of our client’s legal needs, with a focus on continuity and economy.