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Business Law

Hawley Troxell's corporate attorneys work as a team to help clients achieve business goals and address legal and business issues in a practical, cost-effective, and creative way. We make an investment in understanding our clients' businesses, which enables us to provide strategic and practical solutions in an efficient and cost-effective manner. We counsel established local, regional, national, international businesses and emerging growth companies, as well as venture and private equity investors. We serve as outside general counsel and assist in-house counsels.

For more information about our corporate group, please visit our blog.

Entity Formation

Our attorneys provide practical strategic advice to emerging companies and their founding teams, as well as existing companies looking to form subsidiaries, regarding corporate structure, founder's agreements, employment, shareholders, licensing, distribution, executive compensation, and exit strategies. We represent entrepreneurs and family businesses to mature companies in structuring, negotiating, and documenting the formation and governance of business relationships, partnerships, and joint ventures with other companies.


We advise clients in all types of financing as they seek debt or equity capital to operate and expand their businesses. Our multidisciplinary approach, involving attorneys specializing in securitization, securities, investment funds, tax, real estate, commercial, banking, bankruptcy, and ERISA, enables us to provide clients with sophisticated legal advice and documentation on their most complex and challenging transactions.


We counsel companies concerning corporate governance and the legal relationships among stockholders, board of directors, and management of for-profit and non-profit corporations, members and managers of limited liability companies, and partners of partnerships. Our extensive experience allows us to anticipate future issues and create present policies and legal structures to address those issues.

Business Operations

We facilitate business operations by counseling, negotiating, and drafting contracts covering all aspects of relationships and transactions between and within businesses. In addition, we help businesses comply with statutory, regulatory, and judicial requirements that affect business operations, including obtaining necessary licenses and permits. Our years of experience in representing businesses in their operations allow us to anticipate issues and recommend methods to prevent future problems. Additionally, we assist with mergers and acquisitions, due diligence, intellectual property, technology transactions, employment, compensation and benefits, tax, and securities.

Corporate Compliance

Hawley Troxell advises public and private companies, management, officers, and directors in regulated industries about compliance and risk management programs for specific activities for the entire enterprise. Our familiarity with appellate laws and regulations allows us to anticipate future issues and view issues from the regulators' perspective.


Our franchise work encompasses the areas of franchising and distribution, proprietary rights protection and licensing, as well as antitrust and unfair competition. We assist clients involved in the sale, distribution, and marketing of products and services through distribution, franchise, dealer, agency, and other forms of relationships. We have an overall perspective of the franchise, which helps our clients navigate the multiple franchise issues.


Our attorneys have significant experience representing wholesalers and retailers in litigation and transactions. In supply chain management, we advise clients on Uniform Command Code issues, distribution agreements, warranty and indemnity issues, and delivery and collection disputes. For our retail clients, we advise on sourcing, brand and trademark protection, licensing and outsourcing, consumer issues, trade and advertising regulations, labor and employment claims, wage and hour issues, state and local tax matters, and real estate transactions.

Executive Compensation

We design and implement executive compensation arrangements to help clients recruit, retain, and reward talented employees and executives. Our work includes restricted stock, stock options, deferred compensation, supplemental retirement pensions, stock appreciation rights, phantom stock, employment termination, confidentiality covenants, and non-compete arrangements. We have significant experience in evaluating the tax, securities, accounting, and corporate fiduciary issues that arise under deferred compensation and equity-based pay plans, including Section 162(m), Section 280G, and Section 409A of the Internal Revenue Code.

Tax Exempt Entities

Our attorneys advise nonprofit organizations with respect to corporate formation, governance, and tax, including 501(c)(3) tax-exempt status. We provide clients with the years of experience gained by working with many leading nonprofit organizations on day-to-day and strategic legal issues.


Our third party opinion practice provides assistance with secured lending, including real estate secured loans, securitized loans, renewable energy project financing, leasing transactions, and Uniform Commercial Code.  We also assist with insurance coverage opinions, securities opinions, and audit responses.


The Hawley Troxell Agribusiness group understands not only the industry, but also its complexities, risks, challenges and opportunities.  Our attorneys have expertise to deliver innovative, leading-edge solutions to the challenges clients face.  They know what it takes to help an Agribusiness grow, profit and succeed.