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Overview

Consistent with the firm’s purposeful business model, Hirschler lawyers routinely serve as outside general counsel to private companies, business owners and tax-exempt organizations. Lawyers serving in this capacity work with business owners to address both short- and long-term goals, delivering efficient, value-driven counsel on a variety of legal issues, including:

·        Business organization and planning

·        Estate planning and fiduciary services

·        Contract negotiation and drafting

·        Financing

·        Data privacy and protection

·        Government affairs and regulatory advice

·        Dispute resolution

·        Intellectual property protection

·        Employee benefits

·        Mergers and acquisitions

·        Employment counseling and training

·        Real estate finance

·        Employment disputes

·        Real estate transactions

·        Environmental law

·        Tax

What You Can Expect Working with Hirschler

Engaging one of our designated outside counsel lawyers, Hirschler clients benefit from the full range of services offered by the firm. Working as an extension of the in-house executive team, our outside counsel lawyers leverage the diverse skill sets of firm lawyers to provide timely responses on both day-to-day matters and long-term strategy.  Each client has direct access to an experienced attorney who coordinates their work and is available for regular consultation.

Our Clients

Business Owners and Entrepreneurs

Business owners turn to Hirschler for practical legal advice on day-to-day issues as well as critical business, financial and operational decisions. We understand that opportunity comes with risk; we help business owners and management assess and mitigate risk so they can make effective business decisions and pursue opportunity.  Hirschler has been fortunate to advise business owners and management across a broad range of industries and brings forward that experience to identify key issues and develop commercially practical solutions. Whether our lawyers are negotiating an endorsement contract for a professional athlete; advising a craft brewery on its expansion plan; or defending a privately-held manufacturing company in an employment dispute, Hirschler lawyers  will work efficiently and collaboratively to achieve the best possible outcome. 

Tax-exempt Organizations

Hirschler has a long history of supporting tax-exempt entities, both public and private, with organizational advice, governance issues, tax and regulatory matters, strategic partnerships, employment matters and general advice arising in the normal course of operations. Our services include the full spectrum of corporate representational matters—from formation, exemption qualification and funding issues to contractual and transactional matters, to board governance, employment and tax disputes.

Trade Association Leadership

Hirschler provides turnkey executive director and association management consulting services to U.S. trade associations. In this leadership role, our attorneys help organizations achieve operational and legislative objectives to become best-in-class national trade associations. Beyond a demonstrated ability to manage the day-to-day lobbying and regulatory work required by the association, Hirschler provides experienced leadership to grow association membership, revenue and member resources.

Experience

Experience

Business Owners and Entrepreneurs

Serve as lead outside general counsel to Southern States Cooperative, providing a full suite of legal services including participating in regular board meetings and providing guidance on corporate governance issues, evaluating and addressing legal issues related to member cooperatives, drafting, reviewing and negotiating day-to-day commercial contracts, negotiating and closing commercial real estate transactions, providing direct litigation support and litigation case management, and handling both sell-side and buy-side M&A transactions.

Serve as lead outside general counsel to Rappahannock Electric Cooperative, the largest electric utility cooperative in the Commonwealth of Virginia and third largest in the county with over 160,000 members and a billion dollars in assets. Hirschler provides a full range of legal services including participating in regular and special board meetings, overseeing and acting as the parliamentary for membership annual meetings, and providing guidance on corporate governance issues, evaluating and addressing legal issues related to member legal matters and capital credits, drafting, reviewing and negotiating day-to-day commercial contracts, negotiating and closing commercial real estate transactions, drafting and reviewing utility easements, providing assistance with land use matters, providing direct litigation support and litigation case management, and handling review of cooperative policies and strategic planning.

Serve as outside general counsel to Gumenick Properties, advising on the development, leasing and financing of the company’s residential and commercial real estate projects. Also advise Gumenick in business disputes related to the development and leasing of its properties.

Serve as outside general counsel for a local marketing and advertising firm with a national client base.  We  handle all client legal matters including regular advice and counsel to the CEO on various legal issues, handling all contract review and drafting, creating standardized forms and legal procedures, day-to-day employment matters, including employment agreements, workplace policies, harassment and other compliance training. 

Serve as outside general counsel for a local food manufacturer and distributor.  This representation includes regular advice and counsel to company personnel on various legal issues, handling contract review and drafting, creating standardized forms and legal procedures, negotiating and drafting leases and other commercial real estate matters, day-to-day employment matters, including employment agreements, workplace policies and disputes. 

Serve as benefits counsel and outside general counsel for Tuckahoe Holdings, a family-run and controlled private equity firm, and its subsidiaries. The engagement has included review and implementation of a new 401(k) plan, drafting and negotiation of joint venture agreements; assistance with letters of intent and preliminary acquisition diligence; revision of governance documentation; and negotiation and amendment of financing arrangements.

Served as outside general counsel to the 50% owners of Pohlig Bros, L.L.C. in connection with corporate governance issues and negotiations with the other members of the ownership group.  Subsequently served as M&A Counsel to all owners in the sale of the company to Oliver Printing and Packaging, a strategic purchaser backed by private equity group Pfingsten Partners.

Serve as outside general counsel to Live Well Financial, Inc. since 2008, working with the CEO, CFO and Board of Directors on an institutional capital raise, warehouse and revolving credit facilities, recapitalization of the company to buy out investors, corporate governance issues, legal aspects various strategic initiatives and ongoing employment and operating matters.

Provide general outside counsel services for a variety of medical, dental, chiropractic and veterinary practices, including several concierge medicine businesses with locations in multiple states.  These representations include such diverse matters as regulatory compliance (including Stark and anti-kickback rules); HIPAA, privacy and data security compliance; employment law; contract negotiation; leasing; financing and credit facilities; organizational matters and governing documents; ownership transfer matters; and practice acquisitions and dispositions.

Provide outside general counsel services to more than five freestanding ambulatory surgery centers located in Central Virginia and the Tidewater region in the areas of general business representation and contract negotiation, employment law, regulatory compliance, physician discipline/fair hearing counsel and taxation.

Tax-exempt Organizations

Serve as lead outside general counsel to University of Mary Washington Foundation, providing a full range of legal services including participating in regular and special board meetings and providing guidance on corporate governance issues, providing financing and legislative policy support, drafting, reviewing and negotiating day-to-day commercial contracts, negotiating and closing commercial real estate transactions and commercial lease support, providing direct litigation support and litigation case management, and handling real estate development and land use assistance.

Serve as outside general counsel to the 529 Plans of Washington State (GET) and Nevada (six plans in all).  Hirschler is also counsel to the ABLE programs of Washington and Illinois All of these entities are tax-exempt organizations that issue municipal fund securities (a subset of the municipal securities monitored by the MSRB).

Represent Dentistry@VCU, the independent nonprofit faculty practice association affiliated with the Virginia Commonwealth University School of Dentistry, assisting with governance and compensation arrangements, contract negotiations and employment counseling.

Represent several tax-exempt non-profit organizations as outside general counsel for services including contract review and drafting and frequent advice and counsel to the organizations’ executives and senior staff on issues involving, contracts, employment, retail sales, vendor agreements and liability concerns. 

Trade Association Leadership

Hirschler partner Seth Ginther serves as executive director of the U.S. Industrial Pellet Association (USIPA), working with US producers of solid biomass fuel to negotiate requirements relating to long-term energy off-take agreements that fulfil the sustainability requirements of the European Union (in particular, the requirements of two member states, the United Kingdom and the Netherlands). Seth has detailed knowledge of the energy regulatory frameworks at the EU, the UK and the Netherlands and his work involves routine negotiation within these jurisdictions.

Hirschler attorney Sara Johnson serves as executive director of Ecological Restoration Business Association (ERBA), formerly the National Mitigation Banking Association, a national trade organization that promotes federal legislation and regulatory policies that encourage advance compensatory mitigation and private investment in ecological restoration as a means to offsetting adverse impacts to the nation’s natural resources and coastal communities. Sara advises ERBA on federal environmental policy and legislative positions, particularly with regards to the private sector restoration and mitigation industry. In this capacity, she advises on strategic federal agency and Congressional campaigns, pending legislation, and policy priorities.

  • M&A partner Andrew Lohmann is happy to raise a glass to Hardywood Park Craft Brewery’s success. He’s passionate about their product and working with progressive and civic-minded business owners like Eric McKay and Patrick Murtaugh, Hardywood’s founders.

Perspectives

Professionals

Practice Contacts

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