Securities and Tax Practice Group

Hahn & Hessen has a diversified and experienced corporate, securities and tax practice group. Our clients include small to medium-sized closely held corporations, as well as public corporations, investors, merchant banks, venture capitalists, hedge funds, private equity funds, entrepreneurs, arbitrageurs, broker-dealers and investment managers. We represent companies at various stages of development, ranging from start-ups to established public companies, in various high technology industries, such as telecommunications, internet, e-health, software and biotechnology, and more traditional industries, such as finance, shipping, apparel, building products and retailing.

Moreover, we provide tax advice on a broad range of tax matters which touch upon almost all other areas of specialization in our firm. We are regularly involved with tax-related issues affecting corporate acquisitions, mergers, reorganizations, divestitures, dissolutions, securities offerings and private equity transactions (including venture capital investments).

We assist clients with respect to a wide array of business matters, such as mergers and acquisitions, private and public offerings of securities, corporate, limited liability company and partnership organization, licensing/distribution matters, trading securities law compliance, executive employment, international investing, business finance and regular corporate counseling.

We counsel clients in structuring, negotiating and closing the sale or purchase of businesses, including stock and asset transactions, mergers and reorganizations. In addition to corporate issues, we often find tax structuring is one of our key value-added services in transactional work. We assist in the preparation of letters of intent, asset purchase agreements, stock purchase agreements, merger agreements, earn-outs and other corporate documentation. We often work together with our real estate, bankruptcy, employee benefits and litigation colleagues addressing the myriad of issues that arise in such complex transactions. We have represented, in conjunction with our creditors' rights colleagues, official committees of creditors, as well as purchasers of assets, in significant reorganizations. We consult with the bankruptcy department with regard to the structuring of plans of reorganization and the preservation of tax attributes of debtors for whom such reorganization transactions are formulated.

We represent issuers in public offerings and both issuers and placement agents in private offerings. Our group also represents hedge funds, and private equity funds as well as investors in such funds. Typically our representation involves preparing the organizational documents (including critical tax structuring) and private placement offering materials and representing the funds in investigating, making, managing and selling private and public equity and equity-linked investments, as well as in compliance with securities law. We also regularly represent other investors in "one-off" private equity investments, including venture capital and leveraged buyout transactions. This area of work often has international aspects since we represent several offshore hedge funds among our clients and have provided legal services for transactions in China, Italy, Pakistan and the Republic of Georgia.

Our group has structured and prepared complex shareholder, limited liability company and partnership agreements that address the full gamut of economic and corporate governance and control issues. We represent employees, consultants and employers, as well as investors, in connection with the preparation and negotiation of individual contracts (such as employment agreements, consulting agreements, non-competition agreements, trade secret agreements, severance agreements and option agreements). In addition, we have prepared employee incentive plans for both public and private companies. We also prepare and review licensing, distribution and other commercial agreements often relating to software or e-services.

We frequently help structure equity kickers in loan transactions with our colleagues in the business finance group. In addition, we work with the business and finance attorneys on leasing matters to ensure proper structuring of lease transactions under the applicable tax and accounting rules.

While the bulk of our work is transactional in nature, we also counsel both publicly held and private companies in connection with legal issues that arise in the day-to-day conduct of their businesses.

We assist the real estate department in establishing tax-efficient structures for real estate finance and development transactions, including the utilization of limited partnerships and limited liability companies. We work closely with the trust and estates department in matters concerning gift taxation, estate taxation and estate planning and have extensive experience advising clients in all aspects of New York State and New York City tax matters, including matters involving corporation franchise tax, real estate transfer tax and sales and use tax. Morever, we advise and represent entities and individuals in tax controversy matters before federal, New York State and New York City tax authorities and tribunals.