Rayburn Cooper & Durham helps businesses and individuals pave the way forward to reach their goals and objectives in a variety of enterprises, through careful evaluation of risks and rewards and use of entities and agreements to maximize the potential for continued success.

Our focus is on providing practical and innovative strategies for our business clients, being their advocate at the deal table, and documenting their agreements for effectiveness. We are there for our clients at every stage of the business life cycle and believe in excellence for all our clients.

With an uncommon depth and breadth of experience that belies the firm’s size, we expertly counsel businesses, or their owners, regarding their most important decisions and transactions — entity formations, mergers, restructurings, licensing and consulting agreements, employment agreements, acquisitions, and asset sales, to name a few.

Business Formation and Governance — Building Prosperous Enterprises

The experienced and accomplished business law attorneys at RCD help business people and entrepreneurs establish, grow, and profit from their enterprises. Your business formation lawyer will carefully analyze all of the facts to determine the optimal business structure for the enterprise — a structure to protect owners’ interests, limit risk, and enable growth and profitability.

Legal Entity, a Critical First Step

In establishing a business enterprise, investors and entrepreneurs should consider all the ramifications in order to choose the proper form of business organization. RCD’s attorneys have extensive legal experience in business planning and formation, as well as a practical understanding of business operations to guide entrepreneurs in all matters related to business formation and governance.

Finding Growth Capital

Growth capital is critical to the success of businesses. We provide advice and assistance in raising equity capital through private placements or public offerings, many times to clients referred to us from our region for our experience and expertise. Capital formation is quickly evolving as a result, in part, of new legislation such as the JOBS Act, and we can provide assistance in new ways of obtaining growth capital. We have significant experience in representing clients in obtaining financing from financial institutions in the form of the loans, lines of credit, and asset-based financing. We do not represent financial institutions, thereby avoiding any potential conflicts in our assistance to borrower clients.

Building a Business

A successful business needs highly skilled employees, office, warehouse and production space, protection of business assets, reliable sources of supply, and clear agreements with its customers. In many situations, well-prepared agreements are the lynchpin to supply these needs. Our attorneys have significant expertise in drafting and negotiating employment agreements, commercial leases, license agreements, master service agreements, and statements of work. This expertise is in a wide range of businesses, including automotive dealerships, real estate developers, software consultants, staffing and outsourcing businesses, Internet service companies, distributors, and manufacturers.

Transitions — Mergers, Acquisitions and Sale Transactions

The growth of a business can be accelerated through an acquisition that broadens or deepens a product line or service. The key to maximizing the potential for success is to clearly identify the risks and rewards and to provide structures designed to accomplish the client’s objectives. Clients need attorneys with knowledge and experience to evaluate not only the forms of an agreement but also how the terms will affect the business after the closing. Our attorneys have that knowledge and experience in a variety of industries and deal structures.

A sale of business is also an exit strategy for a business owner. We work hard to maximize the upfront consideration and to assure the benefits to be paid later are protected.

Conflict referrals in mergers, acquisitions, and sales transactions are frequent. Typically, we are asked to represent buyers and sellers of businesses where their traditional counsel lacks experience. We also represent clients who are referred to us because we can accomplish the tasks efficiently and creatively.

Protecting Client Rights and Interests

In business, disagreements inevitably arise. Many could be avoided with the proper governance model when the enterprise is formed. Other disputes cannot be foreseen, arising over time as the business evolves.

Through sound counsel and a careful consideration of objectives and financial structure, our attorneys can help avoid or minimize disputes between the owners of a business. When a business dispute cannot be avoided, we vigorously assert our clients’ rights.

We have represented businesses in removing an owner while protecting the viability of the business. We have also represented owners who have been frozen out of their businesses to protect their investments in the business. Our expertise in ownership and governance matters include:

  • Shareholder, member, manager, and partner disputes
  • Minority shareholder/dissolution lawsuits
  • Joint venture disputes
  • Director liability lawsuits

Securities Practice — Regulatory Matters

We have experience in assisting clients open and operate businesses in regulated industries of broker dealers, investment advisers, and investment companies. We also provide advice on forms of businesses that can avoid some or all of a potentially burdensome regulatory structure.

Conflict Referrals

Of the steady stream of conflict referrals we receive, many are for assistance in business formation matters where we accomplish tasks efficiently and at a favorable cost. Other referrals involve situations where a client needs individualized advice in a multi-party transaction. We have also represented independent decision-makers, such as board special committees, where independence from the enterprise and its regular law firm was critical to successful and sound execution.

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