CORPORATE AND BUSINESS TRANSACTIONS

Raymond J. Averna, P.C. provides strategic advice and counsel to national, regional and local companies in all phases of corporate formation and operations, commercial transactions and general business matters. The Firm provides advice and counsel on matters ranging from day-to-day operations to long-term growth and strategic planning.

Breadth of Industries
Raymond J. Averna brings broad experience in representing multi-national, national, regional and local companies engaged in manufacturing, sales and distribution across a broad spectrum of industries, including:

semiconductors aerospace pharmaceuticals cosmetics

nutritional supplements food and beverages HVAC construction

The Firm leverages this experience in formulating clear, business-minded strategies to help companies achieve their critical business objectives.

Business Formation
For clients seeking to form new businesses, we provide counsel to achieve the highest level of financial and operational efficiency. We guide our clients thorough the entity formation process, including selection of the appropriate entity, defining the rights and relationships of owners, and creating a functional management structure. Our services include, among other things, the structuring and preparation of:

corporate formation documents by-laws shareholder and director resolutions member and manager resolutions

shareholder agreements partnership agreements operating agreements other documents related to corporate governance

Mergers and Acquisitions
The Firm advises clients in all aspects of stock and asset acquisitions, leveraged and managed buyouts, mergers, consolidations and divestitures, including structuring and securing financing. This includes counseling purchasers and sellers in small business acquisitions as well as complex large enterprise transactions, including tax-free reorganizations, statutory mergers and recapitalizations. The Firm consults with our clients’ tax and financial advisors to create strategies that achieve our clients’ strategic and long-term goals.

Manufacturing
Leveraging broad experience in representing manufacturers across diverse industries, the Firm structures, drafts and negotiates a wide variety of agreements, including among others:

domestic and international supply agreements manufacturing agreements product development agreements buffer stock agreements

consignment agreements license agreements terms and conditions of sale

The Firm not only provides its clients with legal counsel, but also advises them on issues involving long term business growth and strategy. With this in mind, the Firm develops and guides the implementation of corporate wide policies for its manufacturing clients regarding:

product warranties return material authorization procedures consignment arrangements

electronic commerce privacy policies logistics and distribution.

The Firm also reviews compliance with such regulations as:

Current Good Manufacturing Practices (CGMP) Federal Acquisition Regulations (FAR) Defense Federal Acquisition Regulation Supplement (DFARS) Hazard Analysis & Critical Control Points (HACCP)

Restriction on Hazardous Substance Directive (RoHS) Export Administration Regulation (EAR) International Traffic in Arms Regulations (ITAR)

Joint Ventures and Strategic Alliances
With constantly evolving and dynamic business environments, joint ventures and strategic alliances can provide a company with a means of expanding into new markets, developing and marketing new or existing products and services, and allocating risks and costs. The Firm provides joint venture and strategic alliance strategies in order to facilitate our clients’ abilities to seize unique business opportunities and successfully achieve critical business objectives. The Firm provides innovative advice on the formation, financing, operation and governance of joint ventures and strategic alliances, addressing such issues as funding, decision-making, termination and default events, and buy/sell options.

Distribution
A typical distribution agreement regulates the commercial terms whereby a supplier supplies goods and/or services to a distributor for resale in a specified territory. The Firm represents both suppliers and distributors of goods and services. The Firm structures, drafts and negotiates distribution agreements, addressing key issues such as pricing, exclusivity, requirements contracts, minimum performance targets, shipping and payment terms, risk of loss, quality control, intellectual property rights, termination rights, post-termination obligations and confidentiality. The Firm also structures, drafts and negotiates related agreements such as sales representative agreements, agency agreements and licensing agreements.

Financing
The Firm advises its clients in various types of financings, including term loans, mortgages, revolving credit agreements, factoring agreements, equipment leasing agreements, and asset based and other secured loans. The Firm also has experience in Industrial Development Agency (IDA), U.S. Small Business Administration (SBA) and other government assisted loan transactions.

General Corporate
The Firm provides legal advice to assist its clients in structuring, managing and growing their businesses. In this regard, the Firm structures and negotiates a wide variety of agreements, including:

employment agreements consulting agreements restrictive covenant and non-solicitation agreements non-disclosure agreements software development agreements

independent contractor agreements real estate acquisition and sales agreements commercial leases construction agreements electronic data interchange agreements

In addition, the Firm counsels its clients on corporate governance and requisite corporate formalities.
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