Corporate & Transactional

Gonzalez Saggio & Harlan’s Corporate and Transactional Group advises a variety of organizations comprising a broad range of industrial, commercial, transportation, financial and service enterprises. The Group’s primary activities include: Commercial Contracts, Real Estate Acquisitions and Development, and Banking.

Commercial Contracts:

The firm has extensive experience working with several types of contracts including but not limited to: technology agreements, confidentiality agreements, joint venture contracts, acquisition contracts, construction contracts, leasing, financing, insurance, professional services, asset purchase and sale agreements, advertising and sponsorship contracts, joint promotion contracts, franchise agreements, nondisclosure agreements, joint development agreements and research and development agreements.

Real Estate Acquisitions & Development:

Our attorneys have experience in acquisition or sale of properties including preparation of agreements, offers or options to purchase, counteroffers, negotiations, environmental considerations, tax-deferred transactions, closing preparation and review. The Group has dealt with all aspects of condemnation proceedings including the representation of public and private entities throughout the acquisition process and with valuation appeals. Group lawyers have expertise in drafting and negotiating terms of commercial leases for lessor or lessee. We also have the ability to assist in the overall structuring of a development including acquisition of necessary zoning, special use permits, approvals from governing entities and tax incremental financing for proposed development. We are able to provide our expertise in drafting, negotiating, and structuring construction contracts for commercial office buildings to major developments.

Banking:

Our banking practice engages in all types of financing transactions in the United States on behalf of U. S. money centers and regional banks including unsecured loans to corporate borrowers; treasury products; structured finance; asset-based and other secured financing, including project finance; and leasing and credit enhancement. We advise extensively regarding electronic banking and the laws concerning payment and settlement systems. Our attorneys have also represented clients in foreclosure transactions in both judicial and deed of trust jurisdictions.

Representative Experience

Corporate Representation

• Defended case at the Court of Appeals level for a housing lending authority. As a lender, our client foreclosed on a property where the borrower was in default. The borrower asserted numerous counterclaims against our client. We were granted summary judgment before the trial court and the borrower appealed. The appellate court affirmed the trial court in its entirety.
• Represented privately held companies and management groups in connection with corporate acquisitions.
• Represented majority shareholder in acquisition and liquidation of professional medical practices.
• Represented numerous mid-size corporations in mergers and acquisitions, financing, and tax matters.
• Represented numerous nonprofit corporations with respect to a full range of business concerns.
• Provided advice regarding director liability issues and shareholder rights to numerous clients. Also counseled clients in regard to general tax matters including cafeteria plans, compliance and fringe benefits.
• Prepared various agreements, including purchasing agreements, buy-sell agreements and international distribution agreements.
• Prepared and negotiated contracts for various services.
• Represented national energy company in connection with deregulation of the gas and electric market in Wisconsin.

Secured Transactions

• Represented borrowers and lenders in preparation of documents and negotiations for numerous secured transactions.
• Represented lessor in connection with a $7,000,000 equipment lease financing.

Real Estate, Construction and Environmental

• Represented parties in multi-million dollar real estate transactions. Structured tax deferred exchanges of property.
• Counseled large public entity in connection with the condemnation of several city blocks of privately-owned property.
• Represented public entities and private property owners in connection with condemnation proceedings and litigation.
• Provided counsel in regard to real estate developments and investment.
• Represented major Midwest utility in real estate matters.
• Drafted and negotiated numerous commercial leases for lessors and lessees.
• Drafted and negotiated construction contracts for large public entities.
• Provided advice regarding environmental contamination including accessing of state funds for clean-up of corporate job site.