We represent buyers and sellers in corporate acquisitions, divestitures and reorganizations and have represented management, directors and lenders in leveraged buyouts.  We also handle many types of securities transactions including private placements of debt and equity securities.

KMV assists U.S. corporations and individuals doing business in every geographic region of the world to design and implement the formation of overseas branches, subsidiaries, production facilities, foreign holding and investment companies, joint ventures and other teaming arrangements with foreign partners. We have negotiated domestic and international licensing agreements for a wide range of products and inventions and provided the necessary advice and support to protect clients’ technology and other proprietary business rights, copyrights and trademarks and trade secrets.

We also represent borrowers, lenders, partnerships, purchasers, investors, and developers in real estate loans, workouts, restructurings, sales and acquisitions.

In addition, the Firm engages in all aspects of federal, state and local tax practice including acting as special tax counsel in proceedings with the Internal Revenue Service or state and local tax agencies in connection with audits of business enterprises and individuals.

We provide tax planning for acquisitions, mergers, reorganizations, divestitures, real estate sales and exchanges and other business transactions, including consideration of the structure and tax consequences of proposed transactions, obtaining Internal Revenue Service rulings and rendering tax opinions. These planning services have included advice to issuers and investors on the tax aspects of various financing vehicles such as private and public equity and debt offerings, public and private limited partnerships, asset-backed securities transactions and leveraged lease transactions.

Our Firm regularly deals with the interaction of U.S. and foreign taxation and the impact of tax treaties. We counsel U.S. companies on tax aspects of their transactions, operations and investments abroad, including how to establish, expand, reorganize or liquidate foreign operations, and advice on transfer pricing issues and export tax incentives such as foreign sales corporations.

KMV's corporate and tax attorneys have represented, among others:

• U.S. and foreign-based sellers and purchasers of privately owned businesses in various stock sale and assets sale transactions including a recent transaction valued at approximately $500 million;
  

• entepreneurs in seed capital rounds of financing in the manufacturing, internet, software, information management, insurance, securities, fiber optic and marketing industries;
  

• issuers of convertible preferred stock in connection with venture capital financings;
  

• selling companies in tax-free mergers;
  

• internet exchanges and website developers in connection with all aspects of their businesses;
  

• corporate borrowers in connection with asset-based loans, equipment loans, term loans and ship financing and aircraft financing transactions;
  

• owners of commercial and industrial real estate in connection with acquisitions, divestitures, financings and leases;
  

• manufacturers and producers in connection with domestic and world-wide product distribution;
  

• licensors and licensees in connection with technology, patent and trademark licenses;
  

• domestic and offshore hedge funds in connection with their organization and operations;
  

• a family holding company and venture capital firm with assets valued in excess of $750 million, in structuring and implementing acquisitions and investments;
  

• a U.K. based multinational distiller and beer company in its restructuring and refinancing efforts; and
  

• an issuer of bonds as bond tax counsel in a $100 million tax-exempt hospital bond financing, (including interest rate swap issues) coupled with a taxable bond financing.
  

If you would like to learn more about our corporate law or taxation practice, please e-mail us at: general@kmvllp.com.