Trusted Advisors for Every Stage of Growth

Successful companies have knowledgeable leaders, a deep talent pool, and a team of visionary thinkers. Businesses and their investors need to know that their legal counsel can keep pace with these lofty attributes. For 70 years, Carr McClellan attorneys have partnered with businesses to help them navigate economic cycles and periods of expansion, and continue to provide critical advice to clients in today’s global, interconnected digital economy.

This collaboration can begin as early in the relationship as entity selection and equity issuances. We work with companies across a wide range of industries, with particular depth in technology and food and beverage, and frequently draw from this industry knowledge as we analyze your goals. Growth strategies, business agreements, strategic acquisitions, equity structures, and sophisticated reorganizations are corporate transactions that are potentially interrelated and may present unique issues for each particular company or industry.

Today’s businesses require their legal counsel to be nimble problem-solvers, understanding the connection one business decision has with the achievement of other business goals. Our corporate and business attorneys frequently serve as outside general counsel to emerging growth and middle market companies, acting as trusted advisors to our client’s leadership team, entrepreneurs, and individual investors.

We work closely with our colleagues in tax, employment, intellectual property, real estate and litigation to provide our clients with efficient advice that addresses the full spectrum of their business issues and opportunities.

Representative Matters

  • Since inception, served as general counsel to an international food manufacturing company with both food service and retail distribution in all aspects of its business, from acquisitions to contract negotiations to branding and employment matters.
  • Served as outside general counsel to venture-backed green technology company. Advised management team on multiple rounds of equity financings, corporate governance issues, and negotiated agreements with customers and suppliers.
  • Represented a technology consulting firm focused on database installation and management at large enterprises. Work began in the company’s early days and spanned through the growth of the company and its merger into a larger, national consulting firm providing similar services. Representation included establishment of an equity compensation plan for the company’s employees and negotiation and documentation of all of the terms of the merger.
  • Represented a multi-state independent supermarket chain in multiple acquisitions and financings and serve as general counsel leading the firm’s teams. The firm provided corporate, real estate, IP and litigation related advice and counsel.
  • Represented a client in the third-party logistics/distribution industry in the sale and lease of its assets involving one million square feet of warehousing space in multiple locations to a public company with a global footprint, serving high technology, food and beverage, and consumer packaged goods markets.
  • Represented an electrical component distributor in the acquisition of assets of a competitor in bankruptcy. The transaction involved coordination with the firm’s creditors’ rights lawyers to position our client as the successful “stalking horse” bidder in a Bankruptcy Code §363 transaction.
  • Represented a privately held company in the horticultural industry in a complex, multi-state sale of its three divisions to different buyers. Transactions included the sale of the California wholesale nursery division to the seller’s largest competitor and the transfer of its Texas-based division through a management buyout.
  • Advised team in the formation of an organic restaurant and catering business that grew to more than 20 locations in five states. Advised on multiple rounds of equity financings, acquisitions, and all other general corporate matters.
  • Represented a not-for-profit in its merger with another foundation in an adjoining geographic area. Supervised legal due diligence investigation, negotiated all material agreements, and advised on other legal aspects of the merger.
  • Devised a stock option plan for a professional group consisting of more than 20 principals with the goal of increasing ownership in the firm by upper-level employees.
  • Negotiated the merger of a family-owned business with a larger, related business serving the same industry providing liquidity for the family business owners and increasing the merged business' profitability and market presence.
  • Represented a start-up company in the nutrition industry through multiple equity financing rounds and a successful sale to a large multinational enterprise. In addition to the financing and sale transactions, negotiated, drafted and reviewed commercial contracts with key suppliers and other partners, and advised the CEO on strategic issues.
  • Represented two significant owners of a regional construction company in the buy-out of the other two significant owners. The transaction resolved pending litigation between the owners and included senior and subordinated debt financing, a trademark license, noncompetition covenants, and unusual indemnification provisions relating to contingent liabilities for a large ongoing construction project.
  • Represented a nonprofit organization in the restructuring of its financial obligations, which exceeded $20 million. The restructuring involved material financial contributions by multiple parties, including the nonprofit organization, a bank which had issued a letter of credit securing some of the organization’s obligations, a county, and a city, and the resolution of a dispute with the State of California. The restructuring also resulted in a new long-term lease of the organization’s principal facility.
  • Represented the controlling owner of a specialty equipment rental company in the sale of the business to a private equity fund. We had not previously represented our client in connection with the business, but we quickly familiarized ourselves with the business and the proposed transaction, and served as the primary counsel for the selling group.
  • Negotiated and documented the sale of a scavenger company to a publicly held company.
  • Assisted in the design and structure of an ownership transition for the sole owner of a professional group.
  • Designed and drafted the terms of buyout agreements among owners of closely held companies to ensure the long-term stability of the business, while fully anticipating the transitions individual owners might desire in the future.
  • Divided a major corporate business into two family-owned businesses to resolve intra-family disputes.
  • Documented the merger of two professional service firms.
  • Advised owners in the sale of a closely held trucking company.


Impact of the COVID 19 Pandemic on Private Company M & A Transactions
COVID-19 Eviction Moratoria Update
Rules Applicable to Providers and Sellers of Prepaid Access or Stored Value and Gift Cards
What Is Your Professional Practice Worth?
Practical Considerations for Landlords and Tenants in the Wake of COVID-19
New Fiduciary Duties for Food Company Boards of Directors
Five Keys to Start-Up Success with Equity Grants
Estate Tax v. Income Tax
Keep the Target Corporation and Liquidate it Too – Business Purchase Strategies
Northern California Food Industry Entrepreneurs Attract Global Interest
Food Safety’s Shifting Paradigm
Form D: Short But Not Simple.
Mergers and Acquisitions are Back – The Impact on Emerging Companies
What to Ask Potential Investors Beyond “Is Your Money Green”
FCC Issues Revised Rules Restricting Telemarketing Calls
I.R.S. Offshore Voluntary Disclosure Program Update – Tax Client Alert
Misclassifying Employees as Independent Contractors – Employment Client Alert
Can You Prevent Former Employees From Taking Your Company’s Talent, Customers and Confidential Business Information?
Business Buy-Out Agreements and Life Insurance
I.R.S. Offshore Voluntary Disclosure Update – Tax Client Alert
The Stealth Protected Class: Family Responsibility Discrimination
Effective January 1, 2010: Change In Law Relating To “No Contest” Clauses
Converting During a “Perfect Storm”