CORPORATE 
The corporate lawyers at Masuda Funai represent multinational and domestic organizations on a wide range of business and corporate matters, including organizational structure, mergers and acquisitions and taxation.

RANGE OF SERVICES AND EXPERIENCE
The following is a sampling of the range of services and expertise in our corporate practice.

Formation and Maintenance of Business Entities. We work closely with clients to understand their businesses and to counsel them on selecting the most appropriate organizational form for their objectives. We advise domestic and multinational companies on the intricacies of corporations, limited liability companies, partnerships and other entities. We also advise shareholders and other interest holders on shareholder agreements, LLC operating agreements and similar contractual arrangements for the management of a corporation or LLC. Under the supervision of our corporate lawyers, our legal assistants maintain corporate records for hundreds of private entities organized under the laws of states throughout the United States, including California, Delaware, Illinois, Indiana, Kentucky, Michigan and Ohio.

Mergers and Acquisitions. We advise clients concerning the structuring and financing of investments, mergers, acquisitions and divestitures involving public and private companies. We represent both acquiring and acquired entities in asset and stock transactions. Throughout the process, from antitrust filings to post-acquisition counseling, our focus remains on the needs of our clients and how our representation can assist them to meet their goals. We work closely with members of the Firm’s other practice groups to handle intellectual property and technology issues, employment matters and employee benefit plans, environmental issues and real estate matters.

Securities Transactions. We assist clients with their filings with the U.S. Securities & Exchange Commission in connection with investments in public companies. Our corporate lawyers regularly counsel clients in the purchase or sale of minority investments in privately-held corporations. We work with investors and issuers in the private placements of equity and debt securities and in negotiating and structuring venture capital investments.

Corporate Structure. We have extensive experience in counseling multinational clients on restructuring corporate groups and documenting related company transactions. We are sensitive to the time requirements in restructurings and work closely to assure timely government filings and implementation of restructurings and reorganizations. We also assist clients in structuring employee stock participation plans, phantom stock plans and deferred compensation plans.

International Joint Ventures and Alliances. As our clients enter negotiations with joint venture partners or joint developers, we listen closely to identify our client’s objectives and we work with them to develop a structure to best meet those objectives and protect their interests. As business conditions change or objectives are not met for other reasons, we also work with our clients to negotiate restructurings, buy-outs or terminations. Our lawyers draft creative solutions for strategic alliances by means of contractual arrangement or joint ownership. We have particular expertise in structuring international business ventures and alliances.

Corporate Taxation. Our lawyers advise businesses regarding federal, state and local tax aspects of the use of corporations, limited liability companies and other limited liability entities to carry on business operations. In planning joint ventures and strategic alliances, we assist clients to develop structures that will minimize tax for the participants. In complex transactions, our tax specialists provide advice to clients regarding the federal and state income tax aspects of stock and asset acquisitions and divestitures of related and unrelated business organizations. We also review tax aspects of stock option and deferred compensation plans. We assist clients to prepare for possible IRS assertions of Unreasonable Compensation and Unreasonable Accumulation of Earnings and for federal and state income tax and other tax audits. We also defend clients before state and local tax agencies regarding sales and use tax disputes.

If you have any questions or would like further information about Masuda Funai’s Corporate practice, please contact the Group’s chair, Stephen Proctor, at 847.734.8811 or via e-mail at sproctor@masudafunai.com.