Construction & Public Contracts Corporate Matters, Governance & Strategic Planning

We specialize in providing comprehensive corporate legal services tailored to the unique needs of construction industry clients. Our attorneys have decades of experience working to resolve both day-to-day issues and long-term strategic challenges facing clients in this industry. We regularly represent construction industry clients in connection with:

• Joint Venture Agreements. We bring our understanding of project execution, corporate governance, and tax compliance to joint venture and strategic alliance agreements.  We regularly assist clients in negotiating teaming and joint venture agreements tailored to project requirements that also provide a sound governance and tax structure.
• Surety Agreements. We help our clients establish, maintain and expand bonding programs, and we advise on general agreements of indemnity.
• Security Issues. Advance material purchases, single source suppliers, and subcontractor relationships can cause significant risk to a project schedule and completion.  We work with our clients to minimize this risk by setting up consignment and bailment structures, negotiating title to materials, and assisting with risk assessment.
• Governance and Board Meetings. We assist our clients with internal governance issues, relationships between affiliated companies, and the development of Board meetings.  We provide legal advice to established Boards, and we help clients establish Boards of Advisors to bring outside ideas to closely held businesses.
• Lending and Financing. Our attorneys have substantial experience negotiating terms for credit agreements, lines of credit, equipment financing, and other lending relationships.  We regularly assist clients with refinancing, credit facility amendments and modifications.
• Insolvency, Bankruptcy and Workout. When an owner, general contractor, subcontractor or supplier becomes insolvent or commences a bankruptcy or receivership proceeding, we help develop a strategy to keep the project on schedule and on budget.  We also have substantial experience negotiating forbearance agreements and assisting with workouts.
• Shareholder Disputes. Closely held companies often experience turmoil between partners.  We guide our clients through ownership disputes and the resulting impact on bonding and banking relationships.
• ESOP Transactions. We help clients determine whether an employee stock ownership plan (ESOP) is the right long term strategy for their business.  In conjunction with the client’s financial advisors, we work on all aspects of the ESOP, including corporate restructuring, financing arrangements and implementation.  Our attorneys prepare stock appreciation rights plans (SARS), stock option plans and warrants.
• Mergers and Acquisitions. When clients look to expand their business, we have a team of experienced M&A attorneys who also understand the nuances of the construction industry.
• Management and Intergenerational Transitions. We guide businesses through the process of transitioning leadership and/or ownership to the next generation.  We understand the complex personal dynamics of transitions within the company, and we work with clients to navigate these issues to a successful transition.
• Strategic and Private Equity Transactions. Private equity and strategic buyers actively seek firms in the construction industry for acquisitions.  We assist our clients in understanding this type of transaction and negotiate the best structure and outcome.  We regularly advise on equity rollover, complex ownership structures and tax issues specific to this type of transaction.

Some of our recent strategic transactions include:

• Sale to ESOP: We represented the owner of a union drywall company in the sale of 100% of its ownership to an Employee Stock Ownership Plan (ESOP), including pre-transaction restructuring and lender financing. Additionally, we advised a heavy highway construction firm, consisting of multiple subsidiaries, in the sale of 100% of its ownership to an ESOP and handled the sale of a minority interest to an ESOP for another construction business.
• Private Equity Transaction: Our team successfully represented the owners of a company specializing in construction equipment, accessories, and furnishings in the sale of its assets to a private equity buyer. We also negotiated and structured an equity investment for a mechanical contractor from an international private equity firm.
• Business Succession & Restructuring: We advised a multi-generational business on a restructuring transaction to transition ownership to the next generation, ensuring a smooth and tax-efficient process that preserved the company’s legacy.
• Strategic Acquisition: We represented a marine construction company in its strategic asset acquisitions to fulfill business division expansion goals, and assisted a hardware distributor in the sale of its business, including an equity rollover, to a private equity company.
• Management Employee Transition: Our team guided a specialty general contractor in the transition of ownership to key employee owners, ensuring that the succession plan was in line with the business’s long-term goals.

Hinckley Allen lawyers are committed to helping construction businesses navigate the complexities of corporate law. We focus on protecting your interests, while positioning your business for growth and success, whether through ownership transitions, acquisitions, or succession planning. Let us help you build a strong legal foundation for the future of your construction business.