Business Organizations Department - Schenck, Price, Smith & King, LLP

Business Law Department

The Business Law Department provides services to individuals and a wide variety of entities, ranging from closely held family businesses to Fortune 500 companies, governmental bodies to hospitals and other non-profit corporations. While general corporate counseling has been a mainstay of the firm since its earliest days, - and continues to be - new technologies, emerging business trends, and an increasingly complex regulatory scene have made the work of the Department more and more specialized.

The Department counts among its score of members attorneys who are authorities in areas as diverse as environmental law, telecommunications law, banking, business transactions, structuring of business entities, real estate and redevelopment, health and hospital law, corporate taxation, debtor-creditor and bankruptcy law, intellectual property and computer law, and labor and employment law. Whether a client is negotiating the acquisition of a multi-million dollar manufacturing facility, extending credit on a secured or unsecured basis, contemplating the entry into a new phase of the telecommunications industry in New Jersey, merging multiple health care facilities, or is facing significant environmental issues, the Business Law Department can assemble a team of experienced attorneys to handle all phases of the matter.

The Department employs a team approach to the representation of its clients, with the goal of providing responsive, high-quality service in the most cost-efficient way. Although there will generally be one partner with overall responsibility for the client relationship, the Department will assign attorneys to handle aspects of the matter that require particular expertise. The Department also calls upon attorneys in other Departments of the firm as necessary.

Among the Department’s most active practice areas are the following:

General Corporate Counseling. Members of the Department serve as general or special counsel to a wide variety of publicly-held and private businesses including multi-facility hospital systems, telecommunications companies, public utilities, banks, multi-facility family-owned quarry operations, various manufacturing operations, diverse service corporations, insurance agencies, accounting firms, conservation and other environmental organizations, golf courses, international importers, nursing homes, radio stations, school boards and physician practices. In its capacity as general counsel, the firm provides a variety of services, from contract review, negotiation and enforcement to handling of financing or leasing transactions to advice on employment issues, including the preparation and review of employment manuals to structuring and restructuring of the business entity to representation of the client before regulatory agencies. The Department also has extensive experience in the preparation of shareholder, partnership and limited liability company agreements, stock option, executive compensation, pension and other employee benefit plans, and employment, licensing, franchise, leasing and other types of commercial agreements.

Business Transactions. Members of the Department have extensive experience in negotiating and consummating the purchase, sale and/or merger of all types of businesses. Among the transactions handled by the Department in the past five years, the Department has represented clients involved in the purchase of multi-million dollar manufacturing facilities, including transactions involving tax-deferred exchanges, the sale of various golf courses and petroleum companies, the merger of a major New Jersey hospital into a multi-facility system and the affiliation of that system with other hospital and health care facilities, and the acquisition or restructuring of substantial long-term debt. Members of the Department have also served as local counsel in numerous complex multi-state financing, leasing and purchase and sale transactions.

Labor and Employment Law. Members of the Department actively represent organizations, both public and private, in all labor and employment related matters. The Department regularly conducts employment audits, training, investigations, and employer counseling. Its members have extensive experience in the development of employee handbooks, policies and procedures, executive contracts, compensation plans, and job descriptions. Members of the Department also have significant experience in traditional labor law including, acting as chief spokesperson in negotiations, drafting collective bargaining agreements, developing and implementing union avoidance programs and combating union organizing drives and recognition campaigns.

Health Care and Hospital Law. The firm was one of the first in New Jersey to develop a practice group devoted exclusively to health care law. Members of the Business Law Department serve as outside lead counsel to Atlantic Health System, successor by merger to Morristown Memorial Hospital to whom the firm acted as general counsel for decades. The Department deals on a daily basis with such issues as patient confidentiality, patient rights, risk management, medical malpractice, peer review activities, guardianships, institutional review boards, managed care agreements, hospital staff privileges, Certificate of Need applications, physician practice acquisitions, and other federal and state regulatory issues. The firm also deals with general contract and corporate issues as they arise in the health care industry from contract review and negotiation to corporate compliance to the more complex issues related to mergers, acquisitions and affiliations in a rapidly changing industry. Members of the Department also have experience representing independent practice associations, physician groups, hospital-based and independent physicians, county medical societies and nursing homes. The Department’s members are frequent lecturers and publish regularly on a wide variety of topics.

Banking and Financing. Members of the Department have actively represented banks and other lending institutions since 1912. Today, the Department counts among its members attorneys with a broad base of experience in dealing with all types of secured and unsecured financing transaction including asset based lending, leveraged buy outs and stock or asset acquisitions, revolving credit and term loans, construction lending, mortgage loans and mortgage loan review, interest rate swaps, ESOPs, letters of credit, lenders’ acceptances and foreign exchange contracts, as well as regulatory matters. Attorneys in the Department are skilled in complex transactions involving multi-bank lending, agency and participation deals, foreclosures, workouts, and sophisticated loan pricing and other interest rate issues. The Department sponsors periodic seminars for its lending clients on matters of current interest.

Telecommunications. The Department’s members practicing in this rapidly developing practice area are among New Jersey’s leaders in the field. They currently represent several telecommunications companies, including several leading publicly-traded national telecommunications giants, in such diverse areas as telephony, cable television, State and municipal regulation, broadcasting, commercial transactions and financing. Among the complex regulatory issues handled by the Department’s members are securing authorizations from the Board of Public Utilities to enter the New Jersey marketplace as a public utility, right of way authorizations, financing approvals and compliance matters. The Department’s members have also negotiated complex agreements such as joint ventures, indefeasible right of use agreements and facilities leases by and between telecommunications companies.

Enviornmental Law. Our environmental regulatory practice assists clients in administrative matters in the areas of hazardous and solid waste regulation including ISRA (formerly ECRA), Regulation of Underground Storage Tanks, RCRA Compliance and Corrective Actions, Spill Act Directives and other environmental compliance and enforcement actions before the New Jersey Department of Environmental Protection and Energy (“DEPE”) and the United States Environmental Protection Agency (“EPA”). We also possess expertise in assisting clients identified by DEPE or EPA as potentially responsible parties (“PRPs”) pursuant to CERCLA (“Superfund”) and other similar statutes at contaminated sites.

Real Estate/Redevelopment/Land Use. Our practice encompasses a wide range of practice areas including commercial and residential real estate transactions, tax-free exchanges, land use law, condominium law, project financing, commercial, retail, industrial, office and telecommunications leasing, condemnation law and real estate tax appeals. Our partners are on the forefront of redevelopment activities in New Jersey, representing several developers. Real estate related services provided by the Department include all aspects of property development involving zoning, planning and permitting; environmental matters relating to acquisitions, sales and leases; construction, engineering and architectural agreements; resolution of construction related disputes; condominium development and registration; construction lien claims; and special assessment and property tax matters.

Regulatory and Administrative. Our practice provides services both to entities appearing before government agencies and to government agencies themselves. Among the agencies we regularly appear before are the Department of Environmental Protection, the New Jersey Board of Public Utilities, the New Jersey Department of Education, the New Jersey Department of Community Affairs, the New Jersey Department of Health and Social Services, Department of Labor and the Internal Revenue Service. Our government clients include the New Jersey School Developmental Authority, various Boards of Education, and local planning/zoning boards. Our practice includes regular appearances before the Office of Administrative Law.

Commercial Restructuring and Workouts. The firm’s Commercial Restructurings and Workouts Practice Group consists of attorneys that have experience in a variety of disciplines and who have worked with and in the financial industry for decades. These attorneys are members of our various interdisciplinary practice groups, including: the Banking Group, the Creditors Rights Group, the Environmental Group, the Real Estate Group and the Litigation Department. Our firm, with over sixty attorneys, has had significant experience representing institutions regarding the disposition of troubled loans and/or the underlying assets. At our size, we have sufficient resources and depth to provide the needed, interdisciplinary approach to any particular matter. While providing efficient levels of staff to a transaction, our firm provides quality representation and personal contact with the lawyers handling a matter.

School Law. Members of the Department have extensive experience representing New Jersey public school districts and nonpublic schools in all facets of school law. Our school law attorneys bring a wealth of experience representing our clients in such areas as personnel matters, student issues, special education law, labor relations issues, school construction, public contracting and Open Public Meetings Act and Open Public Records Act guidance. Our school law attorneys regularly appear before the New Jersey Office of Administrative Law/Commissioner of Education, the United States Department of Education Office of Civil Rights, the Public Employment Relations Commission, the New Jersey Division on Civil Rights and in the State and federal courts.