General Corporate Services

Robinson+Cole counsels companies of all sizes on general corporate matters, and our lawyers frequently serve as outside general counsel for private companies without in-house legal teams. We provide corporate services for clients across all industries, such as retail, consumer goods, food and beverage, technology, energy, software, manufacturing, and publishing. Whatever the industry, we work to gain a thorough understanding of each client’s business and unique challenges, in order to best provide personalized and effective advice and solutions. 

Our Services 

We advise U.S. and foreign-based clients in connection with incorporation and formation of business entities, joint ventures, corporate governance, compensation, recapitalization, and the structure and terms of contracts for the sale and distribution of products and services, such as management agreements, services agreements, distribution agreements, agency relationships, requirements contracts, technology licenses, manufacturing agreements, and supply contracts.

We also counsel clients with respect to the application of the Uniform Commercial Code, creditors' rights, antitrust and trade regulation compliance, international sales conventions, and protection of trade secrets, trademarks, and other intellectual property rights.

Corporate Governance

Robinson+Cole regularly advises publicly listed and private clients and their boards of directors and officers with respect to corporate governance matters as well as evolving local, state, and federal laws and regulations. We counsel management and boards of directors both through ordinary operational issues and with respect to unusual transactional matters. 

Our lawyers have extensive experience in the following areas:

  • Best practices with respect to corporate bylaws and certificates of incorporation
  • Conflict-of-interest, related party transactions, executive compensation, and ethics policies for boards, officers, and senior management
  • Board and committee governance matters, including structure
  • Director and Officer liability, insurance, and indemnification
  • Director and Officer fiduciary duties and responsibilities
  • Compliance and risk management policies and programs, including codes of conduct, anti-corruption, and data security
  • Shareholder communications
  • Voting policies, voting agreements, and other corporate control efforts
  • Special committee representation and internal investigations

Our Team

Our clients benefit from the advice of our lawyers who focus their practices in intellectual property; labor, employment, and benefits; finance; environmental, construction, and real estate; litigation; and tax law. Our experience enables us to cost-effectively meet all of the legal needs of large companies with complex transactions.
 

    • Experience
      • Represented a worldwide provider of business information in relocating its world headquarters from New York City to Connecticut, including negotiating the State of Connecticut economic incentive package.
      • Represented a major electric heating appliance manufacturer in connection with issues relating to its North American restructuring of U.S. and Canadian-based affiliates.

      • Represented a multibillion-dollar energy corporation in general contracting issues.

      • Advised foreign businesses on establishing U.S. operations, including entity formation and qualifications, BE-13 filings, employee outsourcing and leasing arrangements, benefit, option and ERISA issues, tax strategies, import/export issues, and review of manufacturing, distributor and licensing agreements.
      • U.S. counsel for global oil trading subsidiary of German holding company.
      • Venture Capital and Equity Financings

      • Representation of EVOL Foods, an organic and natural food manufacturer, in a variety of corporate matters and financing transactions, including a revolving line of credit for working capital purposes.

      • Other Experiences

      • Represented senior executives in connection with negotiation of employment agreements and incentive compensation agreements.

      • Represented real estate investment fund in connection with the negotiation of a real estate joint venture for a high-rise office tower.
         

      • Representation of management team of national digital media new platform in connection with their rollover equity investments, incentive equity plans, and employment agreements.
         

    • News
      • August 20, 2020

        61 Robinson+Cole Lawyers Listed in The Best Lawyers in America© 2021

        • » more info
        • View article
      • February 12, 2014

        Robinson & Cole Welcomes Eight New Lawyers

        • » more info
        • View article
      • November 12, 2013

        Robinson & Cole Lawyers Promote Manufacturing Blog at SBANE's Prospectus 2013

        • » more info
      • November 1, 2013

        Robinson & Cole Receives 34 First-Tier Metropolitan Rankings and Three National Rankings in U.S. News – Best Lawyers Survey

        • » more info
        • View article
      • October 21, 2013

        Super Lawyers® Names 61 Robinson & Cole Attorneys to 2013 List

        • » more info
        • View article
      • August 22, 2013

        Robinson & Cole Announces Annual Pro Bono, Mentor, and Community Service Awards

        • » more info
        • View article
      • August 16, 2013

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

        • » more info
        • View article
      • June 18, 2013

        Robinson & Cole Lawyers Support The Stowe Center

        • » more info
      • June 10, 2013

        Chambers USA Ranks Robinson & Cole in Five Practices, Names 17 Attorneys as Leading Lawyers

      • January 18, 2013

        Robinson & Cole Announces 2013 Partner Promotions

        • » more info
        • View article
      • November 7, 2012

        Robinson & Cole Receives 32 First-Tier Metropolitan Rankings and Four National Rankings in U.S.News - Best Lawyers Survey

        • » more info
        • View article
      • October 22, 2012

        Super Lawyers® Names 49 Robinson & Cole Attorneys to 2012 List and Recognizes 26 as Rising Stars

        • » more info
        • View article
      • August 28, 2012

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

        • » more info
        • View article
      • June 11, 2012

        Rickie Sonpal Joins Robinson & Cole as New Transactions Lawyer in Rhode Island

        • » more info
        • View article
      • June 7, 2012

        Chambers USA Ranks Robinson & Cole in Five Practices, Names 16 Attorneys as Leading Lawyers

        • » more info
        • View article
      • October 14, 2011

        Governor Malloy Celebrates Company Robinson & Cole Helped Relocate to Connecticut

        • » more info
      • September 12, 2011

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

        • » more info
        • View article
      • June 29, 2011

        Three Robinson & Cole Attorneys Elected James W. Cooper Fellows

        • » more info
      • June 17, 2011

        Chambers USA Ranks Robinson & Cole in Six Practices, Names 12 Attorneys as Leading Lawyers

      • November 8, 2010

        Program Examines Impact of the Dodd Frank Act on Non-financial Businesses

        • » more info
      • September 17, 2010

        Robinson & Cole LLP Receives Most Connecticut First-Tier Rankings in Inaugural U.S.News - Best Lawyers Survey

        • » more info
        • View article
    • Publications + Presentations
    • "2013 Q3 Business Transactions Deal Report" (12/04/2013)

      "2013 Q2 Business Transactions Deal Report" (10/04/2013)

      "Agreements Among Stakeholders," published in A Practical Guide to Organizing a Business in Connecticut, co-authored by Taylor A. Shea and John B. Lynch Jr. (8/8/13)

      "Connecticut Grants Tax Amnesty" (06/17/2013)

      "2013 Q1 Business Transactions Deal Report" (06/12/2013)

      "2012 Q4 Business Transactions Deal Report" (02/27/2013)

      "2012 Q3 Business Transactions Deal Report" (11/08/2012)

      "2012 Q2 Business Transactions Deal Report" (08/21/2012)

      "2012 Q1 Business Transactions Deal Report" (06/15/2012)

      "Defense of Marriage Act Ruled Unconstitutional" (06/04/2012)

      "2011 Q4 Business Transactions Deal Report" (03/30/2012)

      "CT's U.S. Attorney Announces Initiative against Financial Crimes" (02/28/2012)

      "Is Your Mobile Device Communications Policy Up-to-Date?" (01/09/2012)

      "2011 Q2 Business Transactions Deal Report" (12/23/2011)

      "CT General Assembly Special “Jobs Session” Tax-Related Measures" (12/14/2011)

      "SEC's Proxy Access Rule Vacated; Shareholder Proposals Regarding Proxy Access Permitted" (12/8/2011)

      "2011 Q3 Business Transactions Deal Report" (11/22/2011)

      "Advertising Law: NAD issues guidance for Facebook “like-gated” campaigns" (11/15/2011)

      "Join the Club? Guidelines to Avoid Litigation in the LBO Bidding Process" (11/04/2011)

      "CT Majority Leaders' Job Growth Roundtable Recommendations Enacted" (07/26/2011)

      "The Environmental Exception and Treatment of Nonresident Contractors" (07/12/2011)

      "Supreme Court Heightens the Standard for Class Certification in Wal-Mart v. Dukes" (06/24/2011)

      "Connecticut Budget Act and Pending Tax Legislation" (05/19/2011)

      "Aquaculture 101: Selecting a Business Entity That Works for You – Alternatives & Considerations," at Aquaculture America 2011 Conference, New Orleans, Louisiana, presented by W. Richard Smith Jr. (2/2011)

      "Construction Solutions - November 2010" (11/22/2010)

      "Can Connecticut's Economic Nexus Rule Withstand Judicial Challenge?" (11/11/2010)

      "DRS Issues Guidance on Waiver of Civil Penalties" (10/21/2010)

      "FTC and DOJ Issue Revised Horizontal Merger Guidelines" (10/18/2010)

      "Once Again, Connecticut Supreme Court Rejects DRS's Restrictive Reading of a Statute" (09/02/2010)

      "New Incentives for Connecticut Investments and Jobs" (08/09/2010)

      "SEC Issues New Pay-To-Play Regulations on Investment Advisers" (07/20/2010)

      "Preferred Stockholders v. Common Stockholders: Who's Really the Preferred Stockholder?" authored by Eric M. Kogan (07/07/2010)

      "Film Tax Credits Criteria Changed - But Incentives Left Intact" (06/23/2010)

      "Bradley Airport Development Zone Provides Opportunities for Investment" (06/17/2010)

      "Successor Liability Can Snare the Unsuspecting Purchaser of Assets" (05/20/2010)

      "Massachusetts DOR Initiates Amnesty for Business Taxes" (04/05/2010)

      "CT Adopts and Clarifies New Safe Harbor for Withholding on Nonresident Employee Wages" (01/21/2010)

      "States divided over asset purchases and non-competes," published in New England In-House, more details (1/2010)

      "Connecticut Supreme Court: DRS Argument Won't Fly" (12/11/2009)

      "Connecticut's Budget Act" (11/09/2009)

      "What you should know about open source software," published in New England In-House, authored by Jacqueline Scheib (11/2009)
      • » more info

      "Court Says "No" to Double Tax on Construction Contracts" (09/29/2009)

      "Letters of Credit - How a Seller Can Ensure Payment Even in a Bad Economy" (04/01/2009)

      "American Recovery and Reinvestment Act of 2009: Renewable Energy Incentives for Business" (04/01/2009)

      "Connecticut Tax Amnesty" (01/21/2009)

      "New York State Tax Authority Eliminates Temporary Stay Exception for Purposes of Determining Residency" (01/15/2009)

      "Recent MA Ruling Illustrates Differences in the Taxation of Investment Income Among CT, MA, and NY" (10/24/2008)

      "So You Want to Outsource Your Manufacturing . . . 11 Points to Keep in Mind," at 2008 Wine, Beer & Spirits Law Conference, Seattle, Washington (9/2008)
      • » more info

      "Potential Refund Opportunity Foreshadowed by Connecticut Tax Court Decision" (06/16/2008)

      "Smart Business Seminar - Contract Law," at Connecticut Marine Trades Association's Smart Business Seminar on Contract Law, presented by John P. Casey (3/16/2006)
      • » more info

      "Reconsidering Force Majeure Clauses in the Wake of Increased Acts of Terrorism," authored by Alex Steffan, published in Real Estate Bar Association for Massachusetts, Fall 2004 newsletter (Fall 2004)

      "Regionalization of Municipal Wastewater Services," at 2004 Spring Workshop of the Connecticut Association of Water Pollution Control Authorities, Inc., presented by Glenn A. Santoro (4/28/2004)
      • » more info

      "IP: Making or Breaking the Business Deal: Practical Methods for Overcoming Obstacles," at American Bar Association Annual Meeting, San Francisco, presented by William T. Sellay, program chair (8/2003)

      "The Art & Science of Buying & Selling an Oilheat Business," at the 2003 New England Fuel Institute Convention, co-presented by John B. Lynch Jr. and Gray, Gray & Gray LLP (2003)

      "The Contract Law Aftermath of September 11: Force Majeure and 'MAC' Clauses Re-examined," published in United States Law Firm Group Newsletter, republished in The Connecticut Financial Tribune (9/2002), republished in The Recorder (9/2002) (12/18/2001)

      "Worker and Community Right-to-Know Requirements," at Connecticut Marine Trades Association (CMTA), presented by Pamela K. Elkow (3/10/1999)
      • » more info

      "Doing Business in China," at U.S. Department of Commerce District Export Council (12/2004), presented by William T. Sellay

      "Who Wants to Avoid a Million-Dollar Mess?" at interactive sessions with various clients, tailored to their needs, presented by Michael R. Enright
      • » more info

      "Successful Partnering Between Inside and Outside Counsel," co-presented by William T. Sellay and American Corporate Counsel Association (ACCA) (9/2001)
      • » more info

Our Team

Members