U.S. Corporate and Transactions

We assisted an online education provider in obtaining state authorizations across 22 jurisdictions for its non-degree programs. Our team identified and addressed compliance requirements under state education licensing laws, federal and state consumer finance statutes, including Regulation Z, and related data privacy laws. We revised the company’s terms of service, enrollment agreements, and privacy policies, prepared and filed all state licensing applications, and coordinated surety bond procurement and agency correspondence through final approval in each jurisdiction.

We structured and documented a contractual joint venture between a UAE partner and a U.S.-based partner to deploy a proprietary construction technology in the residential building sector. Our team drafted the letter of intent and negotiated the definitive joint venture agreement, addressing contributions and asset protection, mutual indemnification, contracting authority and limitations, governance and decision-making frameworks, and exit and termination mechanics. We also addressed intellectual property ownership, confidentiality, cross-border regulatory considerations, and dispute resolution.

We have represented founders, shareholders, and partners through business divorces ranging from early-stage startups to multi-million-dollar enterprises across a variety of industries. Our team negotiates and handles the full scope of separation, including buyout and exit terms, valuation of business interests, intellectual property division and licensing arrangements, stock and equity redemption, non-compete and non-solicitation provisions, unwinding of shared operations, and post-dissolution transition obligations. Where disputes arise, we work to resolve them efficiently through negotiation or, when necessary, through arbitration and litigation.

We conducted an in-depth review of the company’s transaction history, ownership structure, and potential conflicts of interest among shareholders. Our team assessed regulatory risks, including local licensing and sector-specific requirements applicable to the mining industry. We advised on the deal structure and coordinated legal workstreams across the United States and Canada.

We conducted comprehensive due diligence of the target’s corporate structure, contractual relationships, and operations across multiple jurisdictions. Our team assessed the applicability of U.S. antitrust regulation and analyzed a range of specific risks, including legacy liabilities, corporate restrictions, and material terms of key contracts, including government-related agreements. We delivered a detailed report setting out the key findings and recommendations for structuring the transaction.

We structured the formation of a joint venture as part of a comprehensive restructuring of a holding involving companies in the CIS and the United States. Our lawyers advised on U.S. corporate and tax matters and on the intra-group reallocation of assets and debt obligations, and prepared and negotiated the corporate documentation.