rise to every business challenge
Business leaders want to profit by being best at their trade, and by providing value to their customers, fulfillment for their employees, and security for their families and communities. You are constantly tested by competitors, or sometimes by partners, employees, or vendors, and at other times by government or by a customer you seek to serve. We help you predict and mitigate legal and business risks, structure smart key agreements, manage and defend tax and regulatory exams, convert disputes and challenges into new opportunities, and close your major business deals.
Our clients are mainly successful mid-sized business owners with strong market reputations, as well as inspired start-up entrepreneurs. They are engaged in manufacturing, government contracting, petroleum marketing, textile supply, technology development, construction, healthcare and medical services, food distribution, real estate development, restaurant operations, professional services, automotive sales, collection services, cybersecurity, nonprofit management, and several other areas.
We serve as general counsel to clients in a variety of industries: negotiating, drafting, resolving or litigating disputes and providing strategic advice on a daily basis, while growing a deep knowledge of our clients’ businesses, the laws affecting them, and the realities of the environments in which they operate. We also assist businesses in productively resolving ownership and governance disputes, negotiating day-to-day business contracts, settling federal and state tax controversies, and handling contract, payment and liability issues—in all cases, using a toolkit of careful preparation, strategic thinking, persuasive argument, firm resolve, and comprehensive knowledge of the operative facts, law, and contract provisions.
While many of our client relationships extend over decades, we often are specially retained by business owners to guide them in negotiating and closing on efforts to buy or sell businesses. We are extremely dedicated to closely-held businesses, but also have the experience, sophistication and capacity to close corporate M&A transactions with values in the tens and hundreds of millions of dollars. We differ from many other firms in that we provide the one-on-one attention executives expect from a smaller law firm, and the authoritative negotiating, on-target drafting, and larger transactional capacity typically associated with national firms. Our clients have trusted us in recent years to quarterback and close well more than a billion dollars in transactions overall
Raymond J. Sherbill
Our corporate and transactional attorneys have extensive experience in business matters, including mergers and acquisitions, tax controversies, technology licensing, shareholder disputes, government contracting, business-to-business commercial agreements, executive compensation, business formation and tax planning. Representative matters include:
Lead Counsel in Mergers and Acquisitions
Representation of Individuals and Companies in Tax Matters and Controversies
Advocacy, Commercial and Shareholder Dispute Resolution
The senior living subsidiary of Adventist HealthCare a number of its subsidiaries decided to sell six skilled nursing facilities. The sale to Genesis HealthCare involved multiple owners and jurisdictions.
Adventist HealthCare owned five of the facilities and one was jointly owned by Frederick Memorial Hospital. Four of the facilities were located in Montgomery County, and the remaining two were located in Prince George's County and Frederick County. The multi-million dollar transaction, which took the better part of a year to complete, involved the sale and lease of real estate, the sale of the ongoing business operations of the nursing facilities, defeasance of bond financing, and various ancillary issues. Lerch Early attorneys worked closely with in-house counsel and a number of other representatives of Adventist HealthCare to negotiate the sales contracts, satisfy due diligence requirements, and successfully complete the transfer.
Adventist HealthCare now is able to focus care for the community’s senior population through its various programs, partnerships and entities.
Lerch Early serves as primary outside real estate counsel to Howard University. For the past several years, the now 150 year old University has been leveraging certain of its Washington, DC real estate assets to improve the campus environment and the experience of its most valuable assets – the students, faculty and staff of the University.
In 2016-2017, Lerch Early attorneys worked with the University’s internal legal and finance teams and its outside real estate advisor, Alvarez and Marsal, to structure a unique arrangement among Howard Dormitory Holdings 1, LLC, a wholly-owned and title-holding company of Howard University, and Howard University (collectively, the “University Parties”) and Corvias Campus Living, LLC (“Corvias”). Lerch Early represented the University Parties in drafting and negotiating the concessionaire, project management and residential life agreements, entity formation agreements, construction contracts, financing documents, and other operative agreements in connection with the transaction, as well as assisting the University Parties in addressing and resolving numerous legal and business issues associated with the transaction.
The innovative 40-year partnership among the University Parties and Corvias raised $144 million, a portion of which will fund the renovation and modernization of the Howard Towers, will provide for the ongoing management of the Howard Towers and two additional residence halls, and will create, for the long-term, a sizable reserve fund for future capital expenses.