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September 27, 2023

Chico & Nunes Corporate Services Update

Chico & Nunes, P.C. provides a variety of corporate legal services to businesses. Many of our clients have special legal needs because they are certified businesses (e.g., minority or woman owned business) or newly formed or emerging businesses. Our services include organizational formation and certification, assistance in business growth (including strategic counseling, financings, and acquisitions), and assistance with business transition (including succession planning, mergers and sales). Our clients are engaged in a broad spectrum of industries including manufacturing, construction, professional services, and information technology solutions (such as software development, cloud computing and security services) as well as emerging technologies such as blockchain and cryptocurrency.

Formation and Certification

Chico & Nunes assists clients in the organization and formation of their businesses and the recognition of their businesses under various government certification programs.

Creating a business involves reviewing such factors as entity selection, tax planning, and the structure and documentation of relationships between owners and other stakeholders. Well-structured and clearly documented businesses can find it easier to engage in future transactions (including, for example, bank financings, participation in public bids, the addition of shareholders or key personnel, and business transitions) and can avoid disruptive disputes among business stakeholders.

Many of our clients also seek certification under government programs as minority-owned or women-owned business, disadvantaged businesses, or under other governmental programs, including ACDBE certification with the US Department of Transportation. Chico & Nunes regularly represents clients in seeking these certifications, as well as with private certification agencies, throughout the United States. Our extensive experience in this area provides us with industry-leading insight into how to structure businesses and navigate the regulatory requirements to successfully obtain and maintain these certifications. We also assist certified businesses with required periodic reporting obligations and in defending any challenge to or investigation of their certifications.

Business Growth

Chico & Nunes provides a variety of legal services to assist our clients in growing their businesses or monetizing their assets for other purposes. These services include advising and representing our clients in connection with debt and equity financings (including bank and government loans, and financing transactions with private equity funds and other private investors), joint ventures, acquisitions, and the addition of key strategic partners. Chico & Nunes also assists clients in the developing and implementing business restructuring or realignment strategies to facilitate business growth or to rationalize business operations, including spin-offs, business unit consolidations, and other corporate restructuring initiatives. In addition, we assist clients in developing and implementing strategies to attract, retain, and incentivize key personnel, including equity and equity-based compensation arrangements. Our extensive government practice also allows us to effectively assist our clients in their government procurement efforts. In addition to these core services, we offer strategic counseling services that leverage our extensive network of private and government relationships to assist our clients in identifying business opportunities and developing relationships to grow their business.

The firm understands the need of clients to run lean business operations focused on business growth and performance. At Chico & Nunes we offer cost-effective outsourced paralegal and administrative support services to help seamlessly manage certain “back-office” compliance functions, including corporate minutes recordkeeping, government reporting, and insurance management. These services allow our clients to avoid incurring unnecessary overhead and to focus on the other parts of their business.

Business Transition

Chico & Nunes assists business owners in planning and implementing the transition of their business.

Unplanned business transitions (perhaps due to the illness or death of a business owner) can destroy the value of a business. A carefully considered and documented succession plan (and the process involved in preparing such a plan) are important to safeguarding the continuity of a business and ensuring that the intent and objectives of its stakeholders will be effectuated. Firm attorneys work together to assist clients in developing and implementing business succession plans tailored to meet the unique circumstances of each client.

Planned business transitions can take a variety of forms. For businesses that hold special certifications, business transitions involve important considerations regarding the continuity of certifications and the transferability and continuity of awarded contracts. The transition of any business can be a complex and stressful process. Chico & Nunes is a trusted partner for business owners seeking assistance in this process. We have successfully guided numerous business owners through various types of transitions, including intrafamilial transactions, transfers to key employees, and sales to third parties, including public companies, private equity funds, independent sponsors, and search fund purchasers, often including terms by which our clients have retained continuing equity and/or managerial participation. These transactions have ranged from less than five million dollars to several hundreds of million dollars in value. Because we also represent purchasers of businesses, we are able to offer valuable insights and strategic advice on how potential buyers and strategic partners approach and value these transactions.

The firm’s experience allows us to provide cost-effective, value-added legal services that are sensitive to the financial needs and expectations of our small to medium-sized clients. In addition, we have developed strong relationships with other specialty firms that allow us to draw upon such expertise seamlessly and efficiently as needed.

Other Services

Chico & Nunes also provides employment, litigation, real estate, estate planning, and government regulatory services to businesses as needed.

Selected Business Transition Experience

  • Chico & Nunes represented a Texas-based WBE security services company in an auction process and subsequent sale to a private equity fund-backed platform company. The transaction was substantial and included continuing equity participation by the management team. Chico & Nunes’ assistance included providing advice and guidance regarding the sale process and the selection of a financial advisor, which greatly assisted in maximizing the value of the transaction.
  • Chico & Nunes represented a Chicago-based WBE, MBE, DBE, professional services company in connection with its strategic acquisition of a local WBE professional services company. Our firm subsequently represented this client in its sale to a publicly owned company in a transaction that included the receipt of public securities as part of the consideration, and which also provided for the continuing involvement of the client management team. Both of these transactions involved assisting in preserving important governmental contracts that were awarded based on the client’s (or the target’s, in the case of the first transaction) certification as a WBE, MBE, or DBE.
  • Chico & Nunes represented the seller of a Chicago-based MBE materials testing laboratory to a search fund purchaser. Critical to the success of this transaction was our firm’s understanding of the nature of the purchasing entity and our ability to assist in mitigating the impact of the loss of certification on the post-transaction business.
  • Chico & Nunes represented the seller of a Nevada-based professional services company in its sale to a private equity – backed platform company. The transaction involved the rollover of a portion of the ownership teams’ investment in the company and raised significant issues regarding valuation and the components of the purchase price consideration. The transaction was referred to the firm by the client’s financial advisor who was familiar with our work on other transactions.
  • Chico & Nunes represented a Chicago-based W/MBE professional services firm in its sale to a local MBE firm engaged in the same industry. The transaction was structured as an asset sale and involved the transfer of important government contracts that were awarded based on the certifications of the seller. Chico & Nunes, through its government relations and certification specialists, was able to work with the client to timely obtain necessary consents and preserve the value of the seller’s contract base.
  • Chico & Nunes represented a Chicago-based, family-owned WBE company in the generational transfer of ownership. The transaction was structured to preserve WBE certification for a planned transition period, while recognizing the eventual loss of certification.
  • Chico & Nunes represented the seller of a California-based specialized DBE engineering company in its sale to another California-based DBE company. Because our client operated nationally and was certified in a number of jurisdictions, our assistance required developing and implementing a nation-wide strategy to preserve the business’s certifications.

Chico & Nunes, P.C. Corporate Legal Services Team Members and Contact Information

Chico & Nunes would be pleased to assist you with any of your corporate legal services needs or to answer any questions that you may have with respect to our services. Please feel free to contact any of our following team members:

Our Professionals

Professional Staff

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