​​​​​​​​​​​​​​​​​ ​THE BOURNE FIRM

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​​​​​​​​​​​​​​Experienced on-demand general counsel for small to mid-sized companies not yet ready for full-time general counsel. 

The following are examples of THE BOURNE FIRM's experience with respect to mergers and acquisitions and how that experience could benefit you:

• Reviewed and counseled concerning merger agreement, notices and consents, disclosure schedules, due diligence, representations, warranties, indemnities, risks, liabilities, opinions, certifications, approvals, insurance and other issues with respect to multi-million dollar merger of private company with subsidiary of public company. 
  
• Researched requirements for merger of two Delaware corporations and one Florida corporation, and drafted documentation for that merger, including a merger agreement, plan of merger, articles of merger for Florida, certificate of merger for Delaware and resolutions of directors and shareholders.
  
• Drafted and advised with respect to nondisclosure agreement, asset purchase agreement, consents and related documents and disclosures, and comprehensive project plan, as well as a wide variety of legal matters relating to, multi-million dollar acquisition of retail business.
• In connection with merger of a company into a limited partnership, and the sale of a one percent limited partnership interest worth about $30 million, reviewed agreement relating to (i) repurchase of the limited partnership interest; (ii) indemnification of purchasers, trustee and agent; (iii) advances under a liquidity facility for distribution to purchasers; and (iv) capital contributions to partnership.
• Reviewed and negotiated various documents in connection with the acquisition of an approximate 50 percent interest in multi-million dollar Dominican Republic power project, including ownership maintenance agreement between parent company and subsidiary, various mandatory consents and legal opinion.

• Contributed to team that prepared bids for the acquisition a majority of shares in each of five regional gas distribution companies in Hungary, including review of confidentiality agreements, memorandum of understanding engagement letter, memorandum of understanding and joint venture agreement.

• Reviewed and advised with respect to guaranty and reimbursement agreement in connection with bid of multi-million ownership interest in Bolivian utility.

• Advised regarding interest rate swap following money market transaction in connection with disposition by subsidiary of partial interest in English power plant. 

• Reviewed waiver letter to be executed by lessor of software pursuant to master lease and software agreement with parent company in connection with disposition of a Montana pipeline system by subsidiary.
• Prepared Hart-Scott-Rodino filing in connection with $54 million acquisition of various assets, including a crude oil interstate pipeline system, crude oil production gathering system and crude oil terminal and storage facility. 
  

• Researched source, nature, and disposition of a $3.1 million transfer relating to complex healthcare program in connection with acquisition by outsourcing and consulting provider.

• Advised regarding potential organizational conflict of interest relating to acquisition of large healthcare provider of information systems business under multi-million dollar government healthcare contracts.