Private Companies

Meet ArentFox Schiff’s Private Companies Group

We have the experience you need and the responsiveness you demand.

Our Private Companies Group includes attorneys from nearly all practice groups at ArentFox Schiff, including corporate, tax, employee benefits, estate planning, litigation, real estate, finance, and intellectual property, to name a few. We have the breadth of experience, industry knowledge, and skills to handle almost any legal issue facing your business.

Our clients demand responsiveness, and we deliver. Like a “firm within a firm,” we work closely with one another across all practices and offices so that with one point of entry, you and your business have immediate access to the wide array of resources and capabilities you need.

Lawyers Who “Get It”

Lots of firms represent private companies; so what’s special about ArentFox Schiff? This is what’s special: we get it. We get that the thorny legal question you are calling about has a real impact on your business, and that impact is happening now. We get that the complex deal you need done has to be done smartly, efficiently, that it has to add value. We get that litigation, whether offensive or defensive, is an important tool to be used in your business’s strategy, but that it doesn’t exist in a vacuum. We get that legal issues have many facets, and may involve many areas of law, but it’s our job to cut through the complexity and deliver results that bring it all together, on time, on budget, and in service of your business goals. We get that our advice is only as good as the results it brings. And we get that you are looking for our judgment, as well as our advice.

A Culture of Relentless Excellence

You expect excellence from your team. We are no different. We expect it of ourselves and each other. We negotiate or litigate against many of the top firms across the country, some of which may be two, three (or four) times our size. But bigger does not always mean better. Because of the way we are built, our attorneys have done more in developing their counseling skills than many of their peers at other much larger firms. We have a wider variety of experiences to draw upon in serving our diverse clients across numerous industries. And like you, we work smarter, more efficiently. We are relentlessly committed to excellence in our advice and execution, honing our skills, improving our methods. It’s not just what you’re paying us for, it’s why we practice together in the first place.

Lawyers Who Like Working with Each Other

Incredible but true: the attorneys in our Private Companies Group actually enjoy working with each other, and we enjoy working side-by-side with our private company clients in helping their businesses grow and succeed. We know that our success as business lawyers is measured by the success of our clients’ businesses, and the greatest measure of our success is to be called part of their “team.” Internally it takes hard work, effective communication, and trust to be able to deliver this level of service. Some may call this simply being “collegial,” which is nice. We call it a competitive advantage. And our clients win because of it.

Practical & Innovative

Working closely with our clients as part of their teams, we are disciplined to seek effective and practical solutions. We know that our clients’ time, resources, and money are not unlimited. By getting to know and understand the challenges facing each of their businesses, and by drawing on our experience with other private company clients, large and small, who have faced similar issues, we help clients see around corners and solve many problems swiftly and cost-effectively. But we strive to go further and innovate, seeking creative alternatives to solving complex problems, and helping our clients adopt novel solutions and practices to help prevent problems from arising in the first place.

Custom Fit & Scalable

We take pride in being able to serve as trusted advisers to a wide range of companies at all stages of development, from start-ups to long-established companies, across a broad range of industries. Our smaller or younger private company clients, who might be facing a particular issue for the first time, benefit from our industry experience and the best practices we have developed in working with our larger and more seasoned clients. Likewise, we introduce to our larger, more seasoned private company clients some of the innovations and efficiencies we use in representing earlier smaller companies.

We staff each project leanly and efficiently, with the right tailored skillset and client focus at each level of the relationship. Lean enough to value the importance of each client relationship, yet deep enough to provide truly world-class legal counsel, our team is able to give private company clients the attention and service they require and deserve regardless of the size of their balance sheets.

It’s Personal

Private companies are more than legal entities. They are, of course, human organizations often closely linked to the lives and families of their owners. ArentFox Schiff has a long history of successfully representing clients who face the unique challenges of owning and operating family-owned businesses. We have been privileged to serve as outside general counsel to many long-established private companies through several generations, and have counseled each successive generation as they take over and continue to grow the business.

Comprehensive Services

Our full range of services and solutions is designed to help our private company clients succeed. Here are highlights of some of our areas of particular experience:

Corporate Governance & Organization

We have extensive experience in helping our private company clients determine how best to organize and govern their businesses. These decisions require a coherent assessment of the company’s goals regarding ownership, tax planning, succession planning, ease of maintenance, management resources, expansion opportunities, and other factors. Hence our inter-disciplinary approach that we work so hard to maintain.

We regularly advise our clients with respect to corporate governance matters, including preparing for and conducting shareholder and board of directors meetings, counseling the board regarding strategic decisions, and defending against shareholder claims. For many of our private company clients, we serve as outside general counsel for these purposes, attending board meetings and working closely with owners and senior management to address the wide variety of issues they may face.

Mergers & Acquisitions

ArentFox Schiff regularly represents private companies or their owners in acquisitions of other businesses or enterprises, both domestic and international, whether through mergers, stock or asset acquisitions or other combinations (including auctions), or as sellers in divesting their ownership interests in the business or one or more of its divisions or subsidiaries. Attorneys working on these transactions also have extensive expertise in public company acquisitions, private equity investments, and financing deals. This exceptional depth and breadth of experience enable us to give our private company clients sure-handed advice throughout all stages of their transactions, regardless of size or type.

We are fully equipped to provide whatever services are needed to close the deal, but we understand there is life after the closing date; we help our clients “operationalize” the acquisition agreement and integrate the newly acquired company or assets into their businesses as seamlessly as possible.

Strategic Restructuring

Our Private Companies Group has represented numerous privately-held clients, across a broad range of industries, in restructuring their organizations to achieve a variety of business, organizational, management, tax, and estate planning goals. These goals include:

• Providing for meaningful governance, transfer, and buy-out provisions to protect the value of the founder investment when bringing in new partners or investors
• Devising means for a smooth transition to the next generation of owners and managers, to sustain the founders’ vision and strengthen the company
• Realizing possible tax savings with a more tax-efficient platform, using pass-through entities where feasible
• Providing for long-term equity and equity-based incentives for key employees who are important to the company’s future
• Restructuring the company’s asset holdings to achieve economies of scale and operating efficiencies
• Establishing effective board governance practices and procedures, as the company grows and develops, including bringing in outside directors
• Achieving greater organizational and business synergies from a key acquisition or joint venture
• Protecting the wealth preservation and estate planning goals of the founders and shareholders, so they are harmonized with the company’s long-term business goals

We work with the client, its founders, and management team, in bringing together attorneys from our corporate, tax, benefits, estate planning, and other practice areas as needed. This ensures that a comprehensive, thoughtful restructuring solution is devised that will harmonize, and in some cases anticipate, these various business, operational, and ownership goals.

Family-Owned Businesses

ArentFox Schiff has a long history of representing clients facing the unique challenges of owning and operating family-owned businesses. We analyze – and answer – questions relating to the most effective means of transferring control of the company to future generations, while considering the non-tax goals of the family.

We work with clients to devise effective strategies for management and control of the company and related employment issues involving family members. When appropriate, we assist in recapitalizing private companies to limit the value of the control stock in the hands of the parents for estate tax purposes, and permit them to pass on to their children the incremental increase in stock value, while enabling them to retain effective control of company operations.

For family-owned businesses, we can help create voting trust arrangements that facilitate preservation of control among family members. We can also help to design incentive programs for key employees that give them entrepreneurial motivation without sacrificing equity or voting control.

Corporate Finance

We assist private company clients in structuring, negotiating, and documenting credit agreements and related arrangements to finance their ongoing business operations, without jeopardizing the continuation of control of the business.

Clients turn to us to help them determine whether to sell assets or issue stock to meet their capital needs.

Considerations include the implications of venture capital or other outside financing upon board representation and control and management of the business. Our team draws on ArentFox Schiff’s extensive private equity experience when guiding clients in negotiations with venture capital firms to generate funds.

Employee Benefits & Executive Compensation

ArentFox Schiff’s employee benefits and executive compensation attorneys work with private company clients to determine which retirement and health/welfare benefits plans best suit their needs. Working together with our clients’ management teams and human resource professionals, we assist in the design and implementation of all types of equity-based plans, phantom equity or profit-sharing arrangements, deferred compensation, and employment agreements. Our counsel extends to analyzing benefit formulas, investment alternatives, and procedures, as well as advising on issues of securities law and fiduciary concerns.

In addition, we advise private companies on compliance with the requirements of the Employee Retirement Income Security Act (ERISA), the Internal Revenue Code, and other applicable statutes.

Labor & Employment

ArentFox Schiff represents management in labor matters and employment-related litigation, and also counsels employers in a broad range of markets and industries on all legal aspects of employer-employee relations. This includes counseling companies on protecting their valuable business information and customer relationships through non-competition, non-disclosure, and other agreements, as well as enforcing their rights under these agreements when former employees choose to violate them.

Our Labor & Employment Group works cooperatively with attorneys in our Executive Compensation and Employee Benefits Group to give our clients comprehensive assistance in every aspect of the employer-employee relationship.

Commercial Litigation

ArentFox Schiff trial lawyers have a proven track record for bringing commercial disputes to successful conclusions through trial, settlement, and alternative dispute resolution methods. We know how to minimize surprises, in both results and litigation expenses, and settle cases creatively with outcomes tailored to clients’ business needs. We are experienced in:

• Business and commercial torts, such as:
  • Breach of fiduciary duty
  • Business defamation and commercial disparagement
  • Deceptive trade practices and false or misleading advertising
  • Fraud and negligent misrepresentation
  • Interference with contract and prospective economic advantage
  • Misappropriation of trade secrets
  • Invasion of privacy
  • Unfair competition, breach of non-competes
• Securities litigation
• Disputes concerning distributorship and franchise agreements
• Disputes arising out of agreements for the purchase and sale of businesses
• Claims for breach of contract and breach of warranty
• Real estate leases, mortgages, and sale contracts
• Federal, state, and local tax matters

Intellectual Property

All companies, regardless of size, must identify and protect the intellectual property that drives their business. Strategic plans, R&D, specialized tooling and software, confidential sources of supply, customer information – these are some of the types of intellectual property that can be key to the value and growth of private companies, whether they are startups or established entities.

ArentFox Schiff’s intellectual property attorneys offer a full range of services in domestic and international patent, trademark, trade secret, and copyright protection and dispute resolution. We also are experienced in related areas such as advertising clearance, privacy, non-disclosure agreements and covenants not to compete, and franchisor/franchisee relations. Our IP lawyers regularly participate in private company transactions, in which intellectual property assets can play a central role.

We view intellectual property services as much more than filing papers and tracking deadlines. Our IP lawyers are advisors who work in tandem with private company clients to develop and enforce intellectual property rights with an eye to enhancing strategic value.

Day-to-Day Business Operations

Our role and the nature and scope of our corporate services vary with each client’s needs. Often, clients seek our advice in addressing the myriad day-to-day challenges of their businesses.

For clients with limited or no in-house counsel resources or whose legal staff is stretched thin, we partner with the business decision-makers to ensure that a private company’s legal function contributes to the successful achievement of its business goals. In this role, we:

• Draft, review, or negotiate business contracts
• Structure, negotiate and close transactions
• Design and implement corporate policy statements and procedures
• Advise on labor, tax, benefits, real estate, or environmental issues that arise in the regular course of a company’s business

We often serve as outside general counsel to guide businesses with respect to all facets of their operations. In all cases, our timely and cost-effective advice not only answers the question asked but also anticipates further problems and helps solve them before they can escalate.

Awards & Honors

• The Legal 500 United States – Recommended Practice Group
  • M&A/Corporate and Commercial: M&A – Middle- Market (2015-2022)
• U.S. News – Best Lawyers® “Best Law Firms” – National Tier 1
  • Corporate Law (2020-2022)
  • Mergers and Acquisition Law (2020-2022)
  • Real Estate Law (2020-2022)
• U.S. News – Best Lawyers® “Best Law Firms” – Metropolitan Tier 1
  • Closely Held Companies and Family Businesses Law, Chicago, (2020-2022)
  • Commercial Litigation, Chicago (2013-2022)
  • Commercial Litigation, San Francisco (2015-2021)
  • Corporate Law, Chicago (2020-2022)
  • Employee Benefits (ERISA) Law, Chicago (2021-2022)
  • Employment Law – Management, Chicago (2012-2022)
  • Environmental Law, Chicago (2012-2022)
  • Mergers and Acquisition Law, Chicago (2019-2022)
  • Real Estate Law, Chicago (2019-2022)
  • Real Estate Law, New York (2019-2022)