Industries
Non-Profits

We counsel various tax-exempt organizations in the areas of governmental compliance, corporate governance, leadership succession, public relations and general corporate matters.

Representative Matters

  • Drafting governance documents for Board of Directors and Board standing committees, and assisting the Board in implementing governance practices
  • Assisting a corporate Board in the preparation and implementation of a succession plan for its office of the President & Chief Executive Officer
  • Preparing and completing a multi-million dollar mortgage refinance for a local church
  • Serving as general counsel for a national, member-based non-profit
  • Preparing and implementing a strategic alliance relationship between a non-profit client and a member-based venture capital 501(c)(6) organization
  • Instituting amended Bylaws for a 501(c)(6) nonprofit and its supporting organization under 509(a)(3) of the IRC.
  • Counsel to an 8(a) contractor and have helped that organization with employment matters, benefits issues, and have provided general governance guidance.
  • Represented a defense contractor in connection with a reorganization and cash out of former owners
  • Preparing and assisting with the implementation of  conflict of interest policies and disclosures for Directors, Officers and employees
  • Preparing and implementing charitable giving, plans and agreements for not for profit clients

Representative Matters- Lobbying and Legislation

  • Lobbying before the Maryland House and Senate on behalf of a non-profit trade association
  • Working with Maryland Department of Labor, Licensing and Regulation on behalf of non-profit to provide comment upon regulations and to help create and revise laws.
  • Registration of trademarks, including a national non-profit organization

Representative Matters- Labor and Employment

  • Termination of executive employees
  • Negotiation of employment agreements for executive employee
  • Establishment and implementation of deferred compensation plans for executive employees
  • Negotiation of D&O coverage for directors and officers of client companies
  • Drafting of director indemnification agreements
 
Franchising

We represent franchisees, master franchisees, area developers, and franchisors, in all manner of franchise, litigation, commercial real estate and corporate matters.

Representative Matters

  • Advising one of the fastest growing national franchisors on preparation of standardized business forms for use by its franchisees
  • Representing national franchise developer in negotiation of terms of franchise marketing agreement with prospective franchisor
  • Review and negotiation of Franchise Disclosure Documents (FDD) and review of state franchising disclosures for prospective franchisees
  • Successfully representing franchisees in dispute with franchisor regarding territorial restrictions
  • Counsel to franchisees in varying industries, including home health care, food service, signage, fitness, disaster recovery, and other retail and service industries
  • Preparation, prosecution, and defense of federal trademark applications and state trade name and trademark application and registrations on a nationwide basis
 
Commercial Real Estate

We represent clients in a variety of industries on all types of commercial real estate matters, including the negotiation of leases for property owners and tenants, sales and acquisition agreements, and financing.

Representative Matters

  • Review and negotiate complex leases for large professional services practices across a variety of industries, including multiple medical specialties and affiliated entities
  • Negotiate the termination of the space sharing arrangement for a specialty surgical practice
  • Structure and negotiate acquisition and financing of office condominium units for professional services firms, including medical practices
  • Counsel to both landlords and tenants on lease disputes and other commercial landlord/tenant matters
  • Negotiate commercial lease for ophthalmology practice with local hospital system
  • Representation of both borrowers and lenders in a range of financing transactions
  • Structure and negotiate acquisition and financing of multi-unit office buildings/warehouse complex
  • Structure related-party and affiliate real estate holding vehicles for owner-occupied commercial properties
  • Lead counsel on the structuring, financing, and development of a $12MM+ corporate campus development, including negotiation of $7MM in state-supported economic development bond issue and structuring of bankruptcy-remote title holding and project development entities
 
Cybersecurity

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https://cipherlawgroup.com/

 

 
Healthcare

Our healthcare practice services both providers and practice groups ranging from single physician practices to multi-office practices with affiliated and captive billing, surgery center and rehabilitative operations.  We represent vendors of healthcare IT solutions to both providers and health plans, and advise, counsel and negotiate the acquisition of enterprise-wide healthcare IT solutions for physician offices, multi-office practice groups, and large integrated health systems.

Representative Matters

  • Counsel to selling physician on multi-office ophthalmology practice, including  wholly-owned optician retail operations
  • Structure, prepare and negotiate amended and restated shareholders’ agreement and employment agreements for multi-office rheumatology practice
  • Advice and counsel to cardiology practice on negotiation of buy-in agreements for new physician shareholders
  • Advice and counsel for exit and succession planning to specialty medical practice to facilitate transition of operations to associate physician
  • Provide counsel to gastroenterology practice on intake of additional physician partners, including employment arrangements and negotiation of separation agreement for withdrawing principal
  • Negotiation of affiliation and surgical privileges arrangements and associated agreements, including Recruitment Agreements between physicians, practice groups and integrated hospital health system across multiple specialties
  • Negotiate acquisition of multi-office specialty medical practice from the estate of the deceased physician
  • Counsel specialty medical practice on sale of practice to integrated health system
  • General legal advice and counsel on operational legal matters to physicians and practices groups specializing in ophthalmology, internal medicine, cardiology, gastroenterology, rheumatology, pediatrics, obstetrics & gynecology, dermatology, oral surgery, orthopaedics, general and cosmetic dentistry, endodontics, otolaryngology, anesthesiology, and oncology
  • Representation of multi-generational internal medicine practice group on structuring of ownership and intake of new physician partners
  • Provide ongoing counsel to oncologist, including assistance on real estate matters and withdrawal from practice
  • Advice and counsel to founder of specialty medical practice on corporate governance and restructuring of practice partnership agreements
  • Negotiate separation and redemption agreements for multiple partners in orthopaedics practice and advice and counsel on establishment of successor practice, including negotiation of practice operating agreements, buy-in structure and employment agreements for non-partner physicians
  • On behalf of a large endodontic practice, negotiate redemption documents for withdrawing founding member
  • Advice and counsel to multi-office specialty medical practice and affiliated surgery center on acquisition of EMR and practice management systems
 

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