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 MSI Global Alliance 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.

Related Practices

Private Equity and Venture Capital

Business Reorganization and Creditors’ Rights

Family Offices, Businesses and Entrepreneurs

Tax Planning and Structuring

Intellectual Property

Financial Services

Hospitality, Food and Beverage

Telecommunications, Media and Technology

Our Team

Potysman Bley, CFP^®

Managing Partner

Chicago | Denver

Managing Partner

Vice Chair, Corporate Practice

Managing Partner

Partner in Charge - Denver Office

Chair, Corporate Practice

Chair, Business Reorganization and Creditors’ Rights Practice

Senior Associate

Corporate Compliance Coordinator

Chair, Tax Planning and Structuring Practice

Representative Matters

Represented a Colorado-based whiskey company in a licensing partnership with the athletic program at a major university.
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

News

News Highlight

Gould & Ratner Welcomes Back Sevan Avakian as a Partner in Our Corporate Practice

Gould & Ratner Welcomes Back Sevan Avakian as a Partner in Our Corporate Practice

Gould & Ratner is pleased to announce that Sevan Avakian has rejoined the firm as a partner in our Corporate Practice. Sevan returns after a few years as general counsel for a venture capital firm.

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News Highlight

Fred Tannenbaum Authors Chapter on Venture Capital Financing in Treatise

Fred Tannenbaum Authors Chapter on Venture Capital Financing in Treatise

Fred Tannenbaum authored is a 54-page chapter on venture capital financings for the latest edition of the treatise Advising Small Businesses, published by Clark Boardman Callaghan.

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Publication Highlight

OBBB Act Brings Significant Changes to Section 1202 QSBS Gain Exclusion

OBBB Act Brings Significant Changes to Section 1202 QSBS Gain Exclusion

On July 4, President Donald Trump signed the One Big Beautiful Bill Act (“OBBB”) into law. Among many changes, the OBBB included an expansion of the qualified small business stock (“QSBS”) gain exclusion under Section 1202 of the Internal Revenue Code.

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Gould & Ratner's 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.