Corporate
Gould & Ratner’s Corporate Practice provides clients with sophisticated legal and business advice in areas ranging from business formation through business succession or the sale of a company.
We counsel institutions and executive teams, funds, prominent family business owners, entrepreneurs and other wealthy individuals on a variety of sophisticated and complex domestic and foreign transactions and business law issues including:
- Mergers and acquisitions
- Joint ventures and strategic alliances
- Operating agreements
- Licensing agreements
- Executive employment and compensation arrangements
In the past decade, we have handled more than $8 billion in transactions. On average each year, we close 25 merger and acquisition transactions (up to $1 billion in value), 20 venture capital and 20 bank financings.
Supporting the Business Goals of Our Clients
Our lawyers understand the importance of addressing transactional and operational issues from a perspective that not only protects legal interests, but supports the business goals and growth sought by our clients.
Transactional Team Approach
Our corporate lawyers pride themselves on their ability to create the right team for any transaction. The firm’s vast experience in federal and state taxes, environmental regulatory matters, employee benefits, intellectual property, real estate and finance is always readily available to be tapped into in connection with the purchase or sale of a business or other complicated transaction.
Global Reach
Gould & Ratner’s affiliation with LawExchange International allows the firm to make available the same personal service and attention to detail worldwide that the firm provides in Chicago and the rest of the United States.
Representative Matters
- Represented U.S.-based transportation company in a joint venture with robotics solution company to develop driver assistance and self-driving technology for commuter buses.
- Represented a Chicago-based digital agency focusing on the pharmaceutical space in an auction sale process resulting in its sale to a multi-national commercialization partner, including involvement in all phases of the auction process, including diligence, negotiation of definitive documentation and structuring of consideration.
- Represented private equity fund in the acquisition of a maritime transportation company operating on the inland waterways in an auction purchase transaction, including all facets of diligence, tax and corporate structuring, negotiation of definitive documentation and completion of closing.
- Represented a maritime transportation company in connection with negotiation and closing of a secured credit facility provided by three participatory national banks, including negotiation of all credit documents, facilitating collateral security on a diverse collateral base including maritime assets, coordinating opinions and ultimate closing.
- Provided outside general counsel services for Chicago-based audiovisual company that designed, built and managed sound and lighting installations for corporate events and music/theater performance venues. Represented company in its multimillion-dollar sale to national A/V firm.
- Represented software-as-a-service company providing full-service event management services (virtual, hybrid and live) in general corporate and tax matters, including platform and terms of service agreements, as well as stock issuance and purchase agreements.
- Provide counsel on a variety of corporate matters to full-service design/build provider of museum exhibits, tradeshow exhibits, events, corporate showrooms, retail fixtures and special projects.
- Represent innovative branding, marketing and creative services provider for large-scale special events nationwide.
- Represented a digital marketing agency for biopharma brands (and client of 20 years), in its sale to a leading global commercialization partner. Provided advice primarily in the areas of general corporate, M&A and tax structuring.
- Assisted management team of a midsized engineering consulting firm in a multimillion-dollar leveraged buyout transaction to acquire equity through qualified and nonstatutory option plans.
- Designed and implemented a spinoff of unwanted corporate assets from core corporate business operations for a midsized consulting group.
- Acted as outside general counsel for Minnesota-based entertainment company that provided theatrical rigging equipment, acoustical shells, orchestra pit fillers and stage lifts. Later represented firm in multimillion-dollar sale to national provider of sound, stage and storage solutions for a variety of companies in the performing arts industry.
- Represented two theatrical producers (including a multiple Tony Award winner) created a closed-end fund for the production of several Broadway plays and events.
- Represented an investing group in the preliminary development of a specialty music-focused museum.
- Represented a developer of a next-generation, over-the-counter (OTC), preservative-free artificial tears for dry eye sufferers in its oversubscribed Series A round of financing.
- Represented a Chicago-based digital healthcare agency in its sale to a global commercialization partner for the life sciences industry.
- Represented a leading inventor in several licensing and collaborative research agreements with leading medical device manufacturers.
- Represented a banking software developer in several license agreements with banks for customer relationship management software.
- Represented a developer of communications software in license, maintenance, and escrow arrangements with several customers.
- Representation for the acquisition and sale of numerous wireless markets, including systems in Texas, Ohio, Pennsylvania, West Virginia, Wisconsin and North Carolina by an entrepreneurial regional wireless carrier.
- Represented an Oregon-based manufacturer of photo voltaic inverters merger into a public company for up to $90 million.
- Represented a prominent private equity fund purchase of a package of several construction and circuit board manufacturing businesses in the Midwest and Southeast.
- Represented a leading commercial bank making a $40 million loan to a real estate developer in several states.
- Represented the purchaser of a leading novelty consumer products company after significant debt restructure and other workouts and equity infusion.
- Represented the sale of a manufacturer of tire pressure gauges for mid-eight figures.
- Successfully represented a minority owner of an emerging technology business in a partner dispute leading to settlement through mediation.
- Advised an early-stage technology company in its preparation for an equity based crowdfunding campaign.
- Negotiated a $7 million private placement for an early-stage transportation logistics company and advised the management team in formulating and implementing an exit strategy.
- Represented an entrepreneur in the sale of a start-up power generation company to one of the country’s largest providers of electric power.
- Successfully represented a Chinese tool-and-die manufacturer in a multimillion-dollar dispute with the U.S. division of a global equipment company.
- Structured and drafted long-term incentive compensation program in the form of a “phantom equity” plan for fast-growing technology-related company.
- Fully negotiated acquisition of distressed manufacturing business by competitor through the use of creative financing structure and the government’s SBA 7(a) program.
- Represented a hospitality company in the disposition of a portfolio of Holiday Inn Hotels, including the negotiation of purchase and sale agreements and all aspects of closing of the transaction.
Publications
- TEN TALKS - Focus on Women Entrepreneurs , November 18, 2021
- Aspirational Attributes to Being and Staying an “A” Lawyer , ALI CLE’s: Abraham Lincoln said that “[i]n war, both sides think that God is with them. Both may be wrong but only one may be right.” Like Lincoln’s wartime adversaries, most lawyers I know think that they are at the pinnacle of their profession and that alone will drive clients to their door.The Practical Lawyer , November 10, 2021
- Congress Passes $900 Billion Relief Act and Revises the PPP , December 23, 2020
- Employee Retention Tax Credit Extended and Expanded , December 23, 2020
- New Pathways for Companies Looking for Capital - TEN TALKS With Gould & Ratner , August 5, 2020
- The Future of Private Equity - TEN TALKS With Gould & Ratner , June 24, 2020
- How the SBA’s Affiliation Rules May Affect Your Loan Eligibility for COVID-19 Economic Relief , April 15, 2020
- New Main Street Lending Program Offers More Relief for Small and Mid-Sized Businesses , April 10, 2020
- Coming Soon: CARES Act Relief for Mid-Sized Businesses , April 7, 2020
- Offerings During the COVID-19 Pandemic , April 3, 2020
- Businesses Adapting to COVID-19 During and After the Crisis , March 31, 2020
- CARES Act Expands SBA Loan Programs to Offer Relief for Small Businesses During the COVID-19 Pandemic , March 30, 2020
- The Importance of Advancement in Corporate Formation and Litigation Strategy , July 31, 2019
- New Opportunity Zones Guidance from IRS Clarifies Key Provisions of Program , June 5, 2019
- Stealth Aspect in Tax Package May Have Not So Stealthy Impact on Deals , December 18, 2017
- Identifying "Acts of God" in the Age of Climate Change and Political Upheaval , Construction Update , March 2016
- Better Than the Average Lien , GR Review , September 2013
- How to Handle Your Deal Lawyers , The Practical Lawyer , January 2013
- Key Legal Issues in M&A Technology Deals , Sikich Investment Banking Technology Industry M&A Report , September 2011
- Vertical Minimum Price Fixing - Still a Problem? , The Globe , May 2011
- Bridging the Gaps , CAmagazine , December 2010
- Getting to a Handshake: How to Become a More Effective Deal Lawyer and Get Deals Done , Chicago Lawyer , July 2010
- Dispute Resolution Issues in Connection With Price Adjustments , GR Review , June 2010
- Increased Liability of Preferred Directors and Techniques to Reduce Potential Exposure , GR Review , June 2010
- How to Structure Contingent Purchase Price Provisions (Earnouts) , The Practical Lawyer , May 2010
- Working Capital Adjustments in M&A Transactions: Navigating a Minefield , GR Review , September 2009
- New Tax Rules for Deferred Compensation , GR Review , June 2009
- Foreign Sourcing of Production: Key Issues for Consideration , The Globe , December 2008
- Venture Capital Transactions in the United States and China , The Practical Lawyer , November 2008
- Advising Chinese Businesses on Establishing and Operating Successful Businesses in the United States , The Practical Lawyer , September 2008
- Europe: King Canute Trying to Halt Tide of Private Equity Investment , GR Review , December 2007
- Earnouts , GR Review , February 2007
- The Second Half of Smart - How to Temper Your Intelligence and Become a More Effective Deal Lawyer , The Practical Lawyer , September 2006
- Hedging Your Bets With Swaps , GR Taking Stock , June 2005
- All in the Family: Corporate Governance Issues Facing Family-Owned Businesses , The Practical Lawyer , December 2001
- It's Time to Talk Turkey: Seller Strategies to Prevent a Buyer From Wriggling Away , Business Law Today , December 2000
- All Dressed Up With Somewhere to Go: How to Succeed in Selling Your Business Without Really Trying (Too Hard) , The Practical Lawyer , November 2000
- Major Battlegrounds in Venture Capital Transactions , The Practical Lawyer , April 2000
- Slicing It Up: Should a Majority Owner Sell a Piece of the Pie? , Business Law Today , October 1999
- Negotiating the Software License: Eight Tips for the Licensee , The Practical Lawyer , May 1999
- Do You Really Want a Partner? Suggestions to Avoid Litigation and Improve Inter-Owner Harmony Upon Selling Minority Interests in a Business , The Practical Lawyer , December 1998
- Going With the Cash Flow: Get to Know This Crucial Factor in Communications Deals , Business Law Today , October 1998
- International Contracts: Practical Considerations to Maximize Efficiency , The Practical Lawyer , February 1998
- Twelve Most Important Questions to Ask in a Franchisor-Franchisee Relationship , The Practical Lawyer , August 1990
News
- Gould & Ratner Represented Ichthus Capital in Non-Dilutive Financing with Saebo, November 11, 2022
- David Hoeppner Named Partner at Gould & Ratner, November 1, 2022
- Gould & Ratner Represented JJD Management in the Acquisition of Metaltec, October 20, 2022
- Corporate Practice Welcomes Jerome Crabtree, September 12, 2022
- Gould & Ratner Named to 2023 U.S. News Best Lawyers and “Ones to Watch” Lists, August 18, 2022
- Corporate Practice Welcomes Isaac Idicula, May 23, 2022
- Eight Gould & Ratner Lawyers Named Illinois Super Lawyers and Rising Stars for 2022, January 28, 2022
- Gould & Ratner Represented Gillig LLC in a Joint Venture with RR.AI, January 27, 2022
- Gould & Ratner Represented Selig Group in the Acquisition of Manufacture Générale de Joints, December 7, 2021
- Seven Gould & Ratner Attorneys Elevated to Partner, December 1, 2021
- Gould & Ratner Lawyers Named to Crain's 2021 Rising Stars in Law List, September 3, 2021
- Gould & Ratner Named to 2022 U.S. News Best Lawyers and “Ones to Watch” Lists, August 20, 2021
- Corporate Practice Adds Two New Lawyers, July 26, 2021
- Gould & Ratner Recently Closed the Sale of closerlook to Fishawack Health, June 9, 2021
- Gould & Ratner Advises Client Navier on Agreement for Argo Cryptocurrency Facility in West Texas, April 29, 2021
- Current Trends in Middle-Market Mergers and Acquisitions, March 8, 2021
- Corporate Practice Welcomes Maria DeGiovanni, February 8, 2021
- Eight Gould & Ratner Lawyers Earn Illinois Super Lawyers, Rising Stars Designation for 2021, February 1, 2021
- Rob Chidester Named Partner at Gould & Ratner, December 1, 2020
- Gould & Ratner Represents Client EternaTear in Completing Oversubscribed Series A Funding, October 7, 2020
- Corporate Practice Welcomes Matthew Goldfarb, June 22, 2020
- Gould & Ratner Represents Client TanvasTouch in Innovative Technology Product Release, June 10, 2020
- Gould & Ratner Supports the Illinois Prison Project, May 7, 2020
- Sevan Avakian Quoted in Forbes Article Featuring Jordan Avakian Group and WaitTime Partnership, April 8, 2020
- Eight Gould & Ratner Lawyers Earn Illinois Super Lawyers, Rising Stars Designation for 2020, January 30, 2020
- In Remembrance: Mark E. Leipold, 1960-2019, October 12, 2019
- Corporate Practice Welcomes Robert Chidester, July 16, 2019
- Gould & Ratner Represents Client TanvasTouch in Innovative Technology Product Release, June 10, 2019
- Corporate Practice Adds New Lawyers, GR Media Release, November 2018
- Matthew A. Olins Joins Gould & Ratner as Partner in Corporate Practice, GR Media Release, September 17, 2018
- Gould & Ratner Adds Three Associates, February 20, 2017
- M&A Pace Under Trump: Still Strong But Maybe for New Reasons , The Deal, January 23, 2017
- The Future of Family Offices: Regulation and the Right Location, Bloomberg.com, December 18, 2016
- Gould & Ratner Expands Into Cinema With Legal Assistance on New Golf Film "Tommy's Honour", GR Media Release, January 2016
- Local Attorneys Travel With Business Folks to Israel to Find "the Next Google", Chicago Daily Law Bulletin, July 25, 2012
- Lawyers Leave Home to Seek an Opportunity, Find It in Israel, Chicago Daily Law Bulletin, January 5, 2011
- Profile: Be Humble, Be Prepared and Survey the Field, Leading Lawyers Network Magazine - Business Edition, June 2010
Events
- Rob Chidester Presented at TotemVC Webinar, April 21, 2022
- Fred Tannenbaum Spoke on "The Ten A's to Being an A-Rated Lawyer and Service Professional", April 11, 2022
- Fred Tannenbaum Presented to CGLife, April 7, 2022
- Fred Tannenbaum, Jennifer Tolsky and Ilana Bley Participated in an AICC Tax Seminar, December 7, 2021
- Barracuda Boardroom 2020 Featured a Razor-Sharp VC Panel, Three Promising Early Stage Companies, August 26, 2020
- A Primer on Confidentiality: Shh or Shazam, April 24, 2019
- Fred Tannenbaum Featured During 2019 LEI International Spring Conference, April 14, 2019
- Gould & Ratner Hosts the LEI Americas Regional Conference, July 28, 2018
- Barracuda Boardroom Featured a Razor-Sharp VC Panel, Three Promising Early Stage Companies, July 25, 2018
- Valuation and Damages in Business Divorce Cases, November 17, 2017
- Vanessa Tiradentes was a Panelist at the 2016 HNBA Annual Convention, September 8, 2016
Corporate Team
Steven
C.
Gustafson
Partner
Chair, Tax and Wealth Transfer Practice
(312) 899-1647
sgustafson@gouldratner.com
As an advisor and counselor to entrepreneurs, closely held businesses, and wealthy families and their family offices, Steve Gustafson draws upon multiple disciplines to...
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Jessica
G.
Lingertat
Managing Partner
(312) 899-1679
jlingertat@gouldratner.com
Jessica Lingertat steers financings and other transactions related to the construction, development and acquisition of offices, multifamily, hospitality and other large-scale properties. She concentrates...
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