BORGHESE LAW FIRM


Practice Areas The following are representative clients and descriptions of transactions undertaken on behalf of clients in the information technology, healthcare and biotechnology, financial services, and services and manufacturing sectors.

Information Technology

  • Represent leading online information technology outsourcing and procurement firm and advised on contracting issues, including eservices agreements, web hosting and development agreements, software licensing agreements and various strategic partnership arrangements, including the creation of implementation partner programs and reseller programs.
  • Represent online corporate travel services firm and advised on formation and organization, financing transactions, software development and web hosting agreements, co-marketing and other strategic partnership issues.
  • Represent numerous web-design and hosting firms and advised on formation and organization, web development and hosting agreements, software licensing agreements and strategic partnership agreements.
  • Represent leading online advertising services firm and advised on general corporate legal issues, including advertising services agreements, strategic partnership agreements, employment and real estate issues.
  • Represent internet-enabled place-based advertising firm and advised on formation and organization, equity financing, software development and licensing, and consulting services agreements.
  • Represent internet search agent firm and advised on formation and organization and venture capital fundraising strategies, including business plan review, and structuring of equity compensation plans.
  • Represent network-based training software development firm for the financial services industry and advised on general corporate matters, including formation and organization, software development and licensing, joint ventures and strategic partnerships.
  • Represent online reverse logistics firm and advised on general corporate matters, software development and licensing, equity and strategic partnership financing strategies, internet contracting and technology licensing.
  • Represent medical publishing software development firm and advised on general corporate matters, technology development and licensing, debt and equity financing and acquisition strategies.
  • Represent CAD-CAM-based facilities management software development and implementation firm and advised on general corporate matters, including formation and organization, software development and licensing, strategic partnerships and joint ventures, employment, intellectual property and real estate.
  • Represent online energy products distribution firm and advised on general corporate matters, including formation and organization, equity financing, employment and equity compensation and intellectual property.
  • Represent internet ad-blocking software development firm and advised on general corporate matters, including formation and organization, software development and technology licensing, internet contracting and privacy issues, intellectual property, employment and equity compensation.
  • Regularly advise founders of startup technology firms on negotiation of employment agreements, executive compensation, securities law, and tax law.
  • Regularly advise corporate executives on negotiation of executive employment agreements, equity compensation, and equity compensation plans with public and privately-held technology firms.
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Healthcare and Biotechnology

  • Represent numerous healthcare systems, hospitals, hospital-related entities, hospital-physician joint ventures, physician practice groups, physician organizations, nursing home providers, medical research foundations, medical equipment and medical device companies and other healthcare-related entities. Advised on transactional, regulatory and reimbursement issues, including physician practice acquisitions and primary care network development, physician contracting and medical staff issues, Medicare, Medicaid and third party reimbursement, joint ventures and fraud and abuse, licensure and certification, and mergers, acquisitions, affiliations and reorganizations.
  • From March 1995 through March 1999, represented a major regional healthcare system as special acquisition counsel in connection with the development of the system's primary care network and integrated healthcare delivery system. Was responsible for structuring and negotiating over sixty acquisitions of medical practice and other healthcare-related entities. Transactions ranged from stock and asset acquisitions to acquisitions based on shared equity models to acquisitions by MSOs.
  • From May 1993 through November 1994, served as general counsel to St. Agnes Medical Center, a 254-bed acute-care hospital located in Philadelphia, Pennsylvania. In addition to routine general counsel matters, advised and negotiated the acquisition of primary care physician practices in connection with the creation of the hospital's primary care network and assumed responsibility for all hospital-physician contracting, managed care contracting, real estate and construction matters, and joint venture and affiliation agreements. Also served as special counsel to St. Mary's Hospital in Langhorne, Pennsylvania, and St. Francis Hospital, Trenton, New Jersey on behalf of Franciscan Health System, their parent organization. As special counsel, advised these hospitals on legal issues related to physician contracting and primary care network development.
  • Co-founded and represent reproduction technology research and development firm and advised on general corporate matters, including formation and organization, technology licensing, strategic partnerships, equity financing and acquisition strategies.
  • Represent medical product development company and advised on general corporate matters, including patent licensing, strategic partnership financing, joint ventures and mergers and acquisitions.
  • Represent consortium of medical tube manufacturing and distribution firms and advised on general corporate legal issues, including shareholders' agreements, employment agreements, technology licensing and acquisition planning strategies.
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Financial Services

  • Co-founded and represent online financial services firm and advised on legal and strategic issues, including the planning and execution of a growth through acquisition strategy. Structured venture capital funding transactions and negotiated the acquisition of two major competitors.
  • Co-founded and represent commercial mortgage finance company and advised on strategic and legal issues, including formation and organization, negotiation of multi-million dollar revolving line of credit facilities and debt and equity financing.
  • Represent numerous investment banking and advisory services firms and advised on general corporate matters, including formation and organization, client relationships and debt and equity financing strategies.
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Services and Manufacturing

  • Represent workplace consulting firm and advised on acquisition by regional accounting firm subsidiary of a publicly held professional services firm.
  • Represent computer component remanufacturing firm and advised on general corporate legal issues, including the negotiation of national and international distribution agreements and end-of-life service contracts with major computer component manufacturing firms.
  • Represent numerous construction and real estate development firms and advised on general corporate legal issues, including shareholder agreements and shareholder buyouts.
  • Represent consortium of restaurant and food service organizations and advised on general corporate matters, including formation and organization, financing, real estate and employment.
  • Represent numerous consulting firms, including government consulting, security consulting, family business consulting, computer consulting, government compliance consulting and human resource consulting, and advised on general corporate matters, including formation and organization, employment, contracting, real estate and intellectual property.
  • Represent fastener hardware import/export firm and advised on general corporate matters, including import/export issues, commercial law, real estate acquisition and divestiture and related tax-free exchanges.
  • Represent consortium of third party insurance administration firms and advised on general corporate matters, including formation and organization, employment and growth through acquisition.
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