An instinct for growth.
At RCCB, we understand business from the inside out. We have been in the trenches for years helping enterprises start, run, grow, and thrive—building pathways where obstacles once stood. This perspective delivers sophisticated advice that is practical, efficient, and effective. Our Corporate & Business attorneys have served as general counsels and in other business leadership and entrepreneurial roles. We have worked at law firms large and small and know from practical experience what it takes to make things happen in the real world.
Our clients include emerging and established privately held and publicly traded companies, private equity and venture capital firms, individual investors and family offices, entrepreneurs and company executives, commercial and institutional lenders, and investment advisers. Spanning industries, we provide sound counsel and solutions at every life stage of our clients’ ventures.
MERGERS AND ACQUISITIONS
We represent buyers and sellers (both private and public), investors, boards of directors, management teams, lenders, and investment banks in various mergers and acquisitions and other fundamental transactions. Our multi-disciplinary team of attorneys offers an innovative approach, practical business acumen, sound legal counseling, and entrepreneurial passion for helping our clients thrive.
RCCB serves as lead counsel to clients on M&A transactions ranging from several hundred thousand dollars to several hundred million dollars.
Areas of Focus:
Mergers (forward and reverse)
Joint venture transactions and strategic partnerships
Going private transactions
Drafting and negotiating non-disclosure agreements, letters of intent and term sheets
Due diligence investigations
We are proud to have worked with clients in the following industries:
- Internet and social media
- Software and IT
- Life sciences, including biotechnology, healthcare services, and medical devices
- Transportation and logistics
- Digital printing and labeling
- Consumer and retail
- Financial services
- Real estate investment and development
- Advertising and media
- Manufacturing and distribution
We represent companies, investors, borrowers, and lenders in connection with a wide variety of debt and equity financing transactions. Additionally, our attorneys are experienced in structuring, negotiating, and documenting all types of complex restructurings, workouts, and recapitalizations.
All financing rounds; expansion and growth-stage financing
Convertible note issuances
Debtor and creditor representation on the line of credit and term loan facilities, asset-based lending, and factoring
Secured transactions (receivables, inventory, equipment, real estate, intellectual property, and general intangibles)
Letters of credit
Restructurings and workouts; recapitalizations
Stock buy-back programs
Structured Finance and Securitizations
SECURITIES TRANSACTIONS AND COMPLIANCE
We represent issuers, investors, underwriters, and placement agents in a variety of securities transactions and compliance matters.
Drafting and review of private placement memorandums and subscription agreements and questionnaires
Public company mergers
Federal and state (“blue sky”) compliance for securities offerings
Securities Exchange Act of 1934 Act reporting and compliance, 10-Ks, 10-Qs, 8-Ks, Form 144 filings, Section 16 reporting
Investment company status questions under the Investment Company Act of 19
GENERAL CORPORATE AND BUSINESS COUNSELING
We counsel our clients on corporate and business law matters, including entity selection and formation, assisting our clients in complying with corporate governance requirements, drafting, and negotiating contracts for products and services, and handling employment matters.
Entity structuring and formation
Corporate, LLC, and partnership governance
Shareholder, limited liability company operating, and limited partnership agreements
Subsidiary or affiliate company structuring and formation
Commercial contract drafting and negotiation, including manufacturing, supply, distribution, marketing referral, resale, and management agreements
Products and services agreements
Non-compete, restrictive covenant, and non-disclosure agreements
Employment and consulting agreements
Independent contractor agreements
Equity compensation plans
START-UP AND EMERGING GROWTH COMPANY COUNSELING
We counsel our start-up and emerging growth company clients across the broad spectrum of legal and business issues that arise during a Company's life-cycle, from formation through growth and development into established companies to exit. Our services for start-up and emerging growth company clients include:
Choosing an appropriate business form (corporation, limited liability company or partnership)
Preparing governance documents for the business (shareholders, operating and limited partnership agreements)
Structuring and negotiating equity and debt capital raising transactions
Friends and family, seed, series “A” rounds and expansion-stage financing from angels, venture capital, and private equity funds
Employment and consulting agreements; restrictive covenant and non-disclosure agreements
Equity compensation plans and award agreements (stock options, restricted stock grants, stock appreciation rights, phantom stock, or profits interests)
Securities law compliance
Drafting and negotiating commercial and technology agreements with key customers and suppliers
TECHNOLOGY CONTRACTING AND LICENSING
We counsel our clients in all aspects of technology contracting and licensing of copyrights, trademarks, patents, trade secrets, and other intellectual property. We represent licensors and licensees in various industries, including software, biotechnology and medical devices, fashion, and food and beverage.
IT consulting and professional services agreements; statements of work and RFPs
Technology assignments and other transfers, including university tech transfer
Distribution and reseller agreements and other arrangements involving other alternative channels of distribution
Collaborative research and development agreements
Joint ventures and technology partnerships and consortia
Web site terms and conditions, privacy policies, open-source licensing advice
Web and application hosting agreements
Material transfer agreements
INVESTMENT ADVISERS & FUNDS AND INVESTORS SERVICES
We counsel advisers on business matters generally and on legal, compliance and regulatory matters arising under the Investment Advisers Act of 1940 and other federal and state securities laws; the Commodity Exchange Act; federal and state privacy laws; ERISA; and other applicable laws and regulations. Among other things, we assist advisers with respect to:
Formation and organization
Investment adviser status questions under the Investment Advisers Act of 1940 and state securities laws
SEC and state registration and disclosure
Regulatory filings, including Form ADV and brochure filings and updates, Form PF filings, beneficial ownership reporting, institutional investment manager reporting and large trading reporting under the Securities Exchange Act of 1934
Investment management and advisory agreements and commercial contracts
Advertising, marketing and social media
Referral arrangements and agreements
Wrap fee programs
Commodity pool operator and commodity trading adviser status questions and registration and disclosure
Compliance programs and compliance policies and procedures
Compliance program audits
Annual/periodic compliance reviews and reports
Mergers and acquisitions
PRIVATE FUND FORMATIONS AND PORTFOLIO COMPANY INVESTMENTS
We assist our investor clients with the formation of private equity, venture capital, real estate, hedge, and other investment funds and special purpose investment vehicles that are exempt from registration under the Investment Company Act. We also counsel these funds as they make and dispose of investments.
Formation of private equity, venture capital, real estate, hedge funds, and other investment funds and special purpose vehicles
Drafting and reviewing private placement memoranda
Drafting shareholder, partnership, and limited liability company operating agreements
Preparation of subscription packages
Preparation and negotiation of management, placement agent, administration, custody and other agreements
Negotiation of terms with investors
Federal and state securities laws compliance
Private placements of securities/issuer-side representation
Investor representation, including reviewing fund documents and due diligence and negotiating side letters
Venture capital and private equity and alternative investment acquisitions, financings, and dispositions
REGISTERED INVESTMENT COMPANIES
We counsel sponsors of investment companies and fund directors and trustees on legal, compliance and regulatory matters arising under the Investment Company Act of 1940 and other federal and state securities laws; the Commodity Exchange Act; federal and state privacy laws; ERISA; and other applicable laws and regulations. Among other things, we provide advice and assistance with respect to:
Fund formation and organization
SEC registration and disclosure
Regulatory filings, including registration statements and updates and periodic SEC filings
Advertising, marketing materials and social media
Investment advisory, distribution, administration, custody and other agreements
Investment company compliance programs and compliance policies and procedures
Compliance program audits
Annual/periodic compliance reviews and reports
Mergers, acquisitions and reorganizations
EMPLOYEE STOCK OWNERSHIP PLANS
We counsel owners of closely-held businesses on the use of Employee Stock Ownership Plans (ESOPs) as an exit strategy. ESOPs afford the opportunity to minimize corporate taxes on earnings and individual taxes otherwise payable by shareholders on their exit. Our advice includes restructuring the company to qualify for ESOP use, designing the equity to be sold to the ESOP, selecting the institutional trustee for the ESOP Trust, negotiating the terms of sale, and the proper investment of the proceeds of sale to qualify for tax-free treatment.
- Represented a global provider of technology-enabled, on-demand interpretation services, in a growth investment valued at $37+ million from a private investment and the related restructuring.
- Sale of a heating and air company to a backed private equity platform valued at $395 million. The heating and air company was the legacy company we represented in the prior sale.
- A NY-based private equity firm invested about $140 million to acquire approximately 80% of a payroll service company, with management retaining the remaining 20% as “rollover equity." We represented the payroll service company in the transaction, negotiating the acquisition agreement and a new LLC Agreement, and also preparing an Information Statement for the equity holders. We also represented management in negotiating their new employment agreements and equity grant agreements.
In a cross-border transaction, we represented a global consulting firm based in Geneva, Switzerland in its acquisition of a Boston-based consulting firm and a London-based consulting firm. We have represented the client in acquisitions and management team buyouts.
- In a cross-border transaction valued at $135 million, we acted as local U.S. counsel on behalf of the shareholders, including Israeli private equity fund in the sale of all the stock of Israel-based leading international provider of turnkey parking site solutions, to an Italian multinational leader in the automation and vehicle and pedestrian access control sector. The client had two wholly-owned U.S. subsidiaries and generated a majority of its revenue within the U.S., and we provided counsel with respect to the U.S. aspects of the Stock Purchase Agreement, analysis, corporate governance, diligence and related transaction matters.
- Company counsel in sale of the client to private equity-backed platform. Also represented the CEO and President who rolled over significant equity in the $73 million transactions.
- Served as US counsel to the shareholders of Habonim Industrial Valves & Actuators LTD in the sale of Habonim to ITT Industries Luxemburg SARL, for the sum of $140M. Habonim is an Israeli company with global operations, including the US. The controlling shareholder of Habonim was Tene Investment Funds, a leading Israeli private equity firm. The transaction closed in April 2022.
- In a cross-border transaction valued at €70 million Euros, we represented the shareholders of a Finnish-based company in their sale of the company to a software application company.
- We represented an SEC firm in its $10 million Series A investment in a leading provider of alternative tuition financing solutions for secondary education. Additionally, we simultaneously represented a private lending firm in its $50 million revolving credit facility to the financing arm of the alternative tuition financing firm. These equity and debt investments will allow the alternative tuition financing firm to substantially grow its national footprint and increase funding capacities.
Represented a global financial services provider in an agreement to acquire a technology platform, family office network and conference business.
We represented a series of acquisitions of regional same-day/final-mile delivery businesses, including a significant presence in the bulky sector in the Midwest, which allowed the client to broaden its service offerings. We also represented the client in substantially all of the business and assets of a regional transportation and logistics company.
- Represented the company in the sale of its plant-based meat substitute processing-related assets totaling $15 million, including its facility and equipment to a meat substitute company.
- In a cross-border transaction, we represented a leading global digital engineering and software development public company in its acquisition of an Israeli technology company and its US subsidiary with big data, software development and cloud migration expertise. This leading global digital engineering and software development public company with an NYSE market capitalization in excess of $9 billion and more than 30,000 employees in over 25 companies. We are frequently called upon to manage the deal process, including coordination of multiple internal and external stakeholders.
The client provided equity and mezzanine debt financing to enable a growing provider of radiation-shielded treatment facilities to accelerate growth. We also represented a series of private equity funds in connection with their buy-out of a strategic co-investor.
- We served as primary outside counsel to a group of commonly controlled investment funds, as well as a related family office and philanthropic foundation. We represented the client in a myriad of corporate and commercial agreements, including fund formation documentation, corporate governance agreements and investment agreements.
- We represented the shareholders of a direct primary care company in the sale of the company to another leader in a direct primary care company.
- We represented the owners of a floor machine fleet management company and an aftermarket parts company for the floor machine industry in the sale of the companies to a leading operational and facility management firm specializing in janitorial/hygiene practices.
- We represented a national tile and stone manufacturer and distributor in the $50 million sale of a majority of its business to a private equity buyer for cash and rollover equity.
- We represented a biopharma company in connection with a Securities Purchase Agreement and the transactions contemplated thereby and an earnout in excess of approximately $50 million.
- We represented a contractor financing company in its $30 million Series B preferred equity financing round, which will allow the company to scale significantly across the U.S. as a go-to construction supply financing company.
- The sale of material assets of a newly acquired subsidiary resulted in a rapid material gain for the client. We added significant value by finding quick and practical solutions for messy historical clean-up matters existing prior to the client’s acquiring the subsidiary and negotiating efficient resolutions with the new acquirer.
- We represented a long-term client, a private regional accounting firm, in an asset acquisition.
- Company counsel to a personal care brand that donates a bar of soap and a gallon of clean water to a child in need for every product sold. We advised the company in its growth investment with an impact investment firm.
- The sale of material assets valued at $10 million for a newly acquired subsidiary resulted in a rapid material gain for the client. We added significant value by finding quick and practical solutions for messy historical clean-up matters existing prior to the client’s acquiring the subsidiary and negotiating efficient resolutions with the new acquirer.
- We represented NewSpring Franchise in the closing of a growth equity investment to fuel the Mid-Atlantic expansion of Federal Donuts. Federal Donuts is looking to add dozens of new locations throughout the Mid-Atlantic region and beyond after receiving a growth equity investment from Radnor-based NewSpring.
- Represented a sole owner of an independent provider of chief compliance officer and advisory services to registered funds and wealth managers in connection with the sale of his equity to a global provider of governance, risk management, and compliance and technology solutions to the asset management industry for consideration of approximately $30 million.
- Speaking Engagement, October 6, 2022
- Firm News, July 8, 2022
- Media Mention, The Legal Intelligencer, June 19, 2022
- Royer Cooper Cohen Braunfeld (RCCB) Ranked Again in 2022 Chambers USA Guide for Corporate/M&A & Private EquityFirm News, Chambers USA Guide 2022, June 7, 2022
- Royer Cooper Cohen Braunfeld (RCCB) Announces Fourteen 2022 Pennsylvania Super Lawyers® and Rising Stars®Firm News, May 26, 2022
- RCCB is Pleased to Sponsor the World Affairs Council of Philadelphia and Diplochat: A Conversation on US-Israel RelationsSponsorship, May 17, 2022
- Publication, May 16, 2022
- Partner David S. Antzis Named Unsung Heroes Honoree by The Legal Intelligencer 2022 Professional Excellence AwardsFirm News, May 6, 2022
- Speaking Engagement, April 27, 2022
- Firm News, April 19, 2022
- Congratulations to Argosy Strategic Partners on the Final Closing of Argosy Strategic Partners II, L.P.!Firm News, April 1, 2022
- April 1, 2022
- Firm News, March 23, 2022
- Firm News, March 15, 2022
- Media Mention, Law360, February 16, 2022
- Firm News, February 15, 2022
- Sponsorship, Jewish Relief Agency, December 2021
- Firm News, November 15, 2021
- Sponsorship, African-American Chamber of Commerce, October 2021
- Firm News, Citybiz, October 18, 2021
- Firm News, September 22, 2021
- Firm News, September 9, 2021
- Sponsorship, Smart Business Dealmakers Conference, September 7, 2021
- Firm News, PACT Capital Conference, September 1, 2021
- Sponsorship, Satell Institute CEO Conference, August 30, 2021
- Firm News, Community College of Philadelphia, August 24, 2021
- Firm News, July 20, 2021
- Firm News, June 3, 2021
- Corporate/M&A & Private Equity Practice Recognized in 2021 Chambers USA Guide and Two Distinguished Partners Named Among LeadersFirm News, Chambers USA, 2021, May 26, 2021
- Firm News, 2021
- Firm News, May 3, 2021
- Firm News, November 2, 2020
- Firm News, August 24, 2020
- Media Mention, August 10, 2020
- Firm News, July 1, 2020
- Firm News, June 8, 2020
- Firm News, January 21, 2020
- Firm News, October 15, 2019
- Firm News, September 19, 2019
- Firm News, May 13, 2019
- Firm News, May 9, 2019
- Firm News, February 25, 2019
- Firm News, November 15, 2018
- Firm News, June 25, 2018
- Firm News, May 21, 2018
- Firm News, May 15, 2018
- Firm News, February 16, 2018
- Firm News, February 6, 2018
- Matthew Faranda-Diedrich Quoted in Philadelphia Business Journal “What Sessions Memo Means for Banking in the Medical Marijuana Industry"Media Mention, Philadelphia Business Journal, January 19, 2018
- Publication, The Legal Intelligencer, January 17, 2018
- Matthew Faranda-Diedrich Quoted in Philadelphia Business Journal "With Big Banks Reducing Retail Lending, Smaller Competitors Have A Decision To Make"Media Mention, Philadelphia Business Journal, November 7, 2017
- Firm News, September 26, 2017
- Firm News, August 22, 2017
- Firm News, June 22, 2017
- Firm News, June 19, 2017
- Firm News, The Legal Intelligencer; The Philadelphia Business Journal, June 7, 2017
- Firm News, June 6, 2017
- Firm News, May 22, 2017
- Firm News, April 5, 2017
- Cooper Featured in Philadelphia Magazine Article "Philly Rebooted: The Biggest Ideas of 2016 - and Beyond"Firm News, Philadelphia Magazine, October 15, 2016
- Firm News, Journal of Corporate Renewal, October 14, 2016
- Firm News, August 29, 2016
- Firm News, May 24, 2016
- Firm News, April 16, 2016
- Firm News, January 13, 2016
- Firm News, August 17, 2015
- Firm News, June 17, 2015
- Firm News, June 1, 2015
- Firm News, January 13, 2015
- Sponsorship, October 28, 2013
- Publication, RCCB Client Alert, July 20, 2022
- Publication, Bloomberg , March 25, 2022
- As Pressure Mounts on the US to Pass Data Privacy Legislation in 2021, Businesses Should Prepare for CompliancePublication, Technical.ly, May 2021
- Speaking Engagement, Angel Venture Fair, May 13, 2021
- Publication, RCCB Employment Alert, March 20, 2021
- Publication, RCCB Real Estate Alert, December 14, 2020
- Publication, RCCB Corporate & Business Alert, November 23, 2020
- Speaking Engagement, National Business Institute, November 2020
- Speaking Engagement, VC Confidential, August 10, 2020
- Speaking Engagement, Zoom Event, July 2020
- Speaking Engagement, Webinar, July 2020
- Speaking Engagement, Celesq AttorneysEd Center, June 15, 2020
- Publication, RCCB Employment Alert, June 3, 2020
- Pennsylvania Issues New Order for Businesses Permitted to Maintain In-Person OperationsPublication, RCCB Corporate & Business Alert, April 2020
- Publication, RCCB Corporate & Business Alert, April 6, 2020
- Qualified Opportunity Zones: What You Need to Know About Investing in the ZonePodcast, Philadelphia Bar Association, February 2020
- Publication, RCCB International and Corporate & Business Alert, January 28, 2020
- Nuts and Bolts of Opportunity Zones and Qualified Opportunity FundsSpeaking Engagement, American Bar Association , January 2020
- Common and Complex Case Studies and Real-World Issues With Opportunity Zones as Qualified Opportunity FundsSpeaking Engagement, American Bar Association 2020 Mid-Year Meeting, January 2020
- Where Do We Stand on Qualified Opportunity FundsSpeaking Engagement, American Bar Association Tax Section Fall Meeting, October 2019
- Publication, McNeeslaw.com, October 15, 2019
- Speaking Engagement, ACC Business Skills Institute, September 2019
- Publication, Pennsylvania Bar Association, September 18, 2019
- Ransomware Attacks Targeting Cities and MunicipalitiesSpeaking Engagement, Pennsylvania State Association of Boroughs, June 24, 2019
- Qualified Opportunity Zone: Investments After the April 2019 Proposed RegulationsPodcast, Pennsylvania Bar Institute, June 2019
- California’s New Data Protection Law Undergoing Scrutiny Ahead of Effective DatePublication, JD Supra, May 15, 2019
- Speaking Engagement, National Business Institute, April 2019
- SB 308 Proposes 14-Day Data Breach Notice Requirement for Pennsylvania BusinessesPublication, JD Supra, April 10, 2019
- Seminar Series: Qualified Opportunity ZonePodcast, Montgomery County Development Corp., March 2019
- Publication, March 2019
- What You Need to Know About Investing in the ZoneSpeaking Engagement, Qualified Opportunity Zones, February 22, 2019
- Qualified Opportunity Zones – RebootPublication, American Bar Association Tax Section Mid-Year Meeting, January 2019
- Qualified Opportunity Zones - What Are the Rules?Podcast, Pennsylvania Bar Institute, January 2019
- Opportunity Zones – What’s All the Buzz About?Speaking Engagement, 10th Annual High Net Worth and Family Wealth Conference, December 2018
- Qualified Opportunity ZonesPodcast, Philly Living/Keller Williams, November 14, 2018
- Selling Real Estate in an Era of Modern SurveillingSpeaking Engagement, Bucks County Association of Realtors, September 2018
- What the New Tax Law Means for Lawyers and Law FirmsSpeaking Engagement, Philadelphia Bar Association, March 2018
- Publication, RCCB Corporate & Business Alert, March 19, 2018
- Tax and Accounting UpdateSpeaking Engagement, Private Equity CFO Association, January 2018
- Publication, The Legal Intelligencer, January 17, 2018
- Cybersecurity Panel DiscussionSpeaking Engagement, CFA Society of Philadelphia & Investment Adviser Association, April 19, 2017
- Artificial Intelligence: How the Future Will Impact Your Business?Speaking Engagement, K&L Gates LLP, March 16, 2017
- Exit Process and Practical Guidelines for Venture Capital ProfessionalsSpeaking Engagement, Young Venture Capital Forum, February 2017
- Coffee & CapitalSpeaking Engagement, University City Science Center, February 16, 2016
- Media Mention, Forbes, October 8, 2015
- Structured Exits: A New Universe of Potential Funding for Companies in Underserved MarketsPublication, The Deal, September 2, 2015
- Speaking Engagement, B Lab Workshop, October 2014
- Publication, Bloomberg BNA, 2013
- For Good and For Profit: Which For-Profit Business Form is Right for You?Speaking Engagement, Social Venture Institute of the Sustainable Business Network, October 2013
- The Need and Rationale for the Benefit CorporationPublication, Benefit Corporation White Paper, 2012
- The United States Approach to Conflicts of Interest: Selected Topics on Managing Conflicts of Interest in Investment Management Firms, included in A Practitioner’s Guide to Conflicts of Interest in the Financial Services IndustryPublication, Sweet & Maxwell, London, U.K., 2012
- Venture Capital Transactions regarding Term Sheet NegotiationsSpeaking Engagement, PBI Seminar, 2004
- Publication, Food and Drug Law Institute, August 2001
- Event, Philadelphia Science Center, April 6, 2022