JC and Matt at MacElree Harvey help with several contracts and disclosures we needed for our business. They took the time to educate us on changes to make us comfortable throughout the process. Cannot recommend enough.
Matthew C. Cooper
Mergers & Acquisitions
Our M&A attorneys have extensive experience representing both buyers and sellers in all aspects of M&A practice, including:
- Asset sales and purchases
- Stock sales and purchases
- Mergers and reorganizations
- Joint ventures and strategic alliances
Our clients turn to us for help with structuring transactions, negotiating letters of intent, conducting legal due diligence, preparing purchase and sale agreements, negotiating with opposing counsel, coordinating financing, addressing regulatory compliance, and closing transactions. Our capabilities are bolstered by the multi-disciplinary legal knowledge of numerous attorneys in the Firm.
We represent both privately-held businesses and public corporations in business acquisitions or consolidation transactions across a wide range of industries, including manufacturing and distribution, chemicals, food, transportation, warehousing and storage, technology, and professional services, among others.
MacElree attorneys provide start-to-finish assistance with completing M&A deals, using the Firm’s full resources for everything from due diligence to tax-efficient deal structures to closing the deal. Whether the buyer is a strategic acquirer or a financial one, and whether the seller is a first-time business owner or a serial entrepreneur, we have what it takes to get the deal done.
Our team’s experience and dedication allows us to compete with large law firms in providing M&A services. Unlike mega-law firms that use dozens of lawyers and treat every transaction the same as their billion-dollar deals, we understand that our clients need capable legal representation tailored to their particular transaction. We frequently work opposite national and international law firms in M&A transactions. Our clients choose us because they find us to be result-oriented and flexible.
More than just attorneys, we are business advisors. Many of our attorneys are also business owners and Board members, which means that we can put ourselves in the shoes of our business clients and their executives. This also means that, above all, we are results-oriented. Our attorneys are committed to exceptional client service, and we provide it with common sense, good judgment, and a practical approach to what our clients want.
If you’re contemplating an M&A transaction and you would like to schedule a consultation, please call the firm at 610.436.0100.
Banking & Finance Law
Banking & Finance Law
At MacElree Harvey, our banking, finance, and commercial lending attorneys provide comprehensive services to help clients navigate today’s complex financial landscape. We represent both borrowers and lenders — including banks, savings associations, credit unions, finance companies, private lenders, and other financial institutions — in transactions of all sizes, from routine loans to multi-million-dollar credit facilities.
Borrower & Lender Representation
Our attorneys handle a wide variety of financing transactions, including:
· Commercial loans and construction loans
· Lines of credit and letters of credit
· Multi-bank credit facilities and tax-exempt loan facilities
· Bond issues and asset-backed or secured loans
· Real estate loans, loan participations, and equipment financing
We represent lenders and borrowers in new financing, as well as refinancing and restructuring existing debt.
Corporate, Real Estate & Nonprofit Financing
In addition to representing traditional lenders, we counsel corporate clients, real estate developers, and nonprofit organizations on the structuring, negotiation, and documentation of:
· Credit facilities
· Equipment leases
· Private placements
· Bank-qualified loans
Our team also has extensive experience in tax-exempt finance. We have served as borrower’s counsel and bond counsel in financing for manufacturing companies, qualified 501(c)(3) organizations, and public-private development projects.
Strategic & Collaborative Approach
Known for creativity and flexibility, we design loan and collateral structures tailored to each transaction. We frequently collaborate with colleagues in corporate law, real estate, and tax to deliver results-oriented, value-added solutions.
Loan Enforcement & Defense
Legal services for loan enforcement, typically provided to lenders and creditors, involves a range of actions to recover funds from a defaulting borrower, while defense of an enforcement action involves assisting borrowers in combatting the claims of lenders and creditors. We provide legal representation of both. The specific services required depend on whether the loan is secured by collateral, such as a property, or is unsecured. Secured loans are backed by collateral that the lender can repossess or seize if the borrower defaults. Legal services for these loans often include: negotiating workouts and restructuring; repossession; foreclosure and sheriff sales of real estate or personal property; replevin actions: deficiency judgments; deeds in lieu of foreclosure. Unsecured loans, such as personal loans or other obligations, are not backed by collateral. When a borrower defaults, legal services focus on obtaining a money judgment against the debtor. Services include: commencing litigation; judgment enforcement through post-judgment remedies; attachment of property; bank garnishments; and placing a lien on the debtor’s assets, like real estate, to satisfy the debt.
Representative Matters
· Represented an early-stage environmental manufacturing company in a venture capital convertible bridge loan financing
· Represented four nonprofit corporations affiliated with state universities in the issuance of over $300 million in qualified 501(c)(3) bonds to construct student housing facilities, including negotiation of bond, credit, real estate, and construction agreements
· Represented the issuer of a letter of credit in a $27 million public bond financing for the construction of a YMCA facility
· Represented a bank as senior creditor in the reorganization of a company’s stock ownership and the restructuring of $10 million in collective working capital lines of credit and permanent loans
FAQ: Banking & Finance Law Terms Explained
What is the difference between a secured loan and an unsecured loan? A secured loan is backed by collateral — such as real estate, equipment, or other assets — that the lender can claim if the borrower defaults. An unsecured loan relies solely on the borrower’s creditworthiness and does not require collateral.
What does a banking and finance attorney do? A banking and finance lawyer advises lenders, borrowers, and investors on structuring, negotiating, and documenting loan and credit transactions. They also ensure compliance with lending regulations and help resolve disputes.
What is tax-exempt financing? Tax-exempt financing allows certain borrowers — such as nonprofit organizations and qualifying projects — to obtain financing where interest income is exempt from federal (and sometimes state) taxes, often resulting in lower borrowing costs.
What is bond counsel? Bond counsel provides a legal opinion on the validity and tax status of bonds issued in a financing. They ensure that the bond issuance complies with all legal and regulatory requirements.
What is the difference between a letter of credit and a line of credit? A line of credit provides a borrower with access to funds up to a set limit, which can be drawn and repaid over time. A letter of credit is a guarantee issued by a bank to a third party that payment will be made if certain conditions are met, often used in large transactions and international trade.
Who needs a commercial lending attorney? Any business, developer, nonprofit, or financial institution involved in a lending or financing transaction can benefit from a commercial lending attorney to safeguard their interests and ensure compliance.
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If you would like to schedule a consultation, please call the firm at 610.436.0100 or submit the contact request form.
Business and Corporate Law
Business and Corporate Law
Businesses need lawyers who not only know the law but who also understand their business.
Our business law practice places an emphasis on small and mid-market companies. We build strong relationships with our clients so we understand their goals and challenges and can act as a trusted legal and business advisor. Our business attorneys help clients in Southeastern Pennsylvania and Northern Delaware find reasonable and practical solutions to business and legal problems.
Starting at formation and through the lifecycle of a business, we provide comprehensive and knowledgeable advice on numerous issues facing small to mid-market companies. Our team of attorneys will assist with entity formation, hiring and terminating employees, confidentiality and non-compete issues; drafting shareholder, partnership and operating agreements; and a wide variety of business and commercial contracts. Our business attorneys regularly handle complex business matters including governance issues, strategic planning, executive compensation, negotiating and structuring financing, transition, continuity and succession planning, and liquidity events such as sales or mergers.
To ensure our clients get the best representation possible, where appropriate, our business team that works closely with other MacElree Harvey lawyers, drawing on the skills and experience of lawyers in the areas of commercial litigation, taxation, estate, and succession planning, real estate, employment, finance, insolvency, collections, and restructuring.
Representative Areas of Service:
- Business Formation
- Transactions and Transitions
- Family Businesses
- Professional Practices
Business Formation
MacElree Harvey has helped hundreds of new businesses get their start. We assist clients in the start-up phase with the critical first steps to establish their businesses. We listen to our clients’ objectives, in order to understand the nature of their business, taking into consideration liability concerns, tax ramifications, management and ownership structures, financial issues, and other issues specific to their business.
Throughout every stage of a client’s business, we encourage an eye to the future. Our goal is to build long-term relationships with our clients, tailoring our legal services to their business as it grows and develops.
Transactions and Transitions
MacElree Harvey aims to simplify the legal process and provide affordable, high-quality corporate law services so our clients can stick to what they do best while we handle the compliance, contractual and other legal concerns. We assist owners and boards of directors maintain their operations and foster growth while avoiding legal and regulatory pitfalls. Our attorneys regularly handle complex business matters related to governance, transitions and transactions, strategic planning, raising financing, and offering new services or products. Our attorneys also advise clients on transfers of technology and intellectual property, as well as trademarks, copyrights, and licenses. As our clients’ businesses expand and change, we approach each transaction with financial considerations and long-term strategic plans in mind. Our attorneys listen to the clients’ objectives before aggressively pursuing their interests in any transaction.
Unfortunately, not all business ventures end harmoniously. A “business divorce” involves issues of control, ownership, and distribution of property, as well as potential payments. These business decisions are often accompanied by high-stakes conflict and intense emotions. Our attorneys lend a depth of experience in negotiation and strategic unwinding of a business. When necessary, we work with our litigation group to resolve disagreements as part of the business divorce process.
Family Businesses
MacElree Harvey has worked closely with generations of family business owners and executives. We understand that an owner’s closely held business may be a family’s largest and most important asset. We provide advice related to governance, risk management, employment, real estate, and tax matters, as well as continuity and succession planning. In addition, we help family business owners anticipate risk and conflict through each stage of their business. We evaluate the goals of a business’s current and future owners and advise clients on advanced planning related to management, tax structures, valuation, and transition.
As family businesses pass from generation to generation, transferring ownership, control and assets can be a complex and emotional process. Our attorneys work with families and their advisers to do advance planning for these transitions, minimizing conflict and stress. If disputes arise within the family as part of this process, our attorneys are highly skilled at dealing with those conflicts and negotiating them to resolution. We apply our experience and knowledge from prior successful transitions to our clients’ situations to achieve clients’ goals.
Family business succession planning is a vital component for any closely-held business owner’s estate plan. Our business attorneys work closely with our estates and trusts group, coordinating our efforts to plan business ownership transfers using methods that satisfy our clients’ personal objectives while minimizing risk and tax burdens.
Professional Practices
Owners of professional practices are subject to the same important business decisions as to any other business owner. Doctors, dentists, accountants, lawyers, architects and owners of other licensed professional practices frequently call upon our attorneys for counsel on the legal issues confronting their businesses.
MacElree Harvey’s business attorneys regularly establish professional practices, assisting clients with entity selection and formation, as well as management and governance. Our real estate attorneys negotiate leases for office space and space sharing agreements. As practices grow, owners may choose to add associate members. These changes require developing employment contracts, partnership tracks, non-competition agreements, and compensation plans. Further, when more than one person will be involved in the ownership of the practice, our attorneys assist in designing appropriate business agreements that consider issues ranging from buy-in methods to exit strategies.
Employment policies are also an important consideration for professional practices. We advise clients on employment issues such as employment manuals, workplace policies, hiring and termination procedures, as well as compliance with federal, state and local laws.
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If you would like to schedule a consultation, please call the firm at 610.436.0100 or submit the contact request form.
West Chester, PA
Centreville, DE | Hockessin, DE | Kennett Square, PA | West Chester, PA
17 West Miner Street
West Chester, PA 19382
610-436-0100
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