Commercial Transactions

Our practice includes international, large-scale, and day-to-day transactions in the following areas of focus:

Commercial Law and Agreements

We help clients negotiate and document complex commercial agreements, including:

• Long- and short-term procurement agreements and contracts for the sale of critical goods and services
• Research and development agreements
• Joint ventures, teaming, and strategic alliance agreements
• Contracts with insolvent and bankrupt customers and suppliers
• Standard contract terms and conditions
• Bailment and warehousing agreements
• Tooling and specialty equipment agreements
• Shipping, logistics, and distributorship agreements
• Outsourcing agreements

Troubled Supplier Management

For decades we have been at the forefront of the art of negotiating agreements between OEMs and their financially troubled suppliers; we developed and standardized the key agreements that are widely used to stabilize troubled businesses and support the interrelated needs of all constituencies—customers, suppliers, lenders, and equity. Given the just-in-time nature of the automotive and other manufacturing industries, we develop, draft, and negotiate the contractual framework necessary to ensure the continuity of supply and, consequently, business operations.

Distressed Mergers and Acquisitions

Mergers, acquisitions, and dispositions may offer an effective solution to manage troubled businesses and their assets. We work closely with members of our Bankruptcy, Reorganization, and Creditor Rights practice to quickly and efficiently negotiate and complete distressed transactions. We regularly advise clients, including stalking-horse buyers, regarding purchases and sales under the Bankruptcy Code and with respect to Article 9 proceedings.

Restructurings and Workouts

We provide full-spectrum counsel in out-of-court restructurings, liquidations, receiverships, and other arrangements, to address:

• Liquidity problems
• Troubled financing arrangements
• Supply continuity
• Contingency preparation
• Distressed company disputes
• Liquidations, receiverships, and other arrangements

We help troubled borrowers negotiate financing agreements, including forbearance agreements, loan amendments, replacement financing, and inter-creditor arrangements.

Export Compliance

We regularly assist clients in navigating the complex laws and regulations that govern the control and export of commercial, dual-use, and military goods and technology, including the International Traffic in Arms Regulations and Export Administration Regulations, and in addressing economic sanctions and embargoes by the U.S. Department of the Treasury’s Office of Foreign Assets Control and other government agencies in numerous areas, including:

• Developing and implementing customized export compliance programs
• Preparing and submitting registration statements, commodity jurisdiction and classification requests, and export license applications and agreements

We also represent businesses in enforcement matters, including internal investigations and voluntary disclosures of violations, and defending civil and criminal enforcement proceedings.

Minority and Women-Owned Businesses

We advise qualified business and their constituents with respect to the creation of certified business entities—including businesses owned by women, minorities, and others—to help position them to benefit from related customer and government incentives. We also assist in the development of the policies and procedures necessary to meet the rigorous requirements of these diversity incentives and programs.