Shapiro, Lifschitz & Schram

With a deep pool of legal talent to draw from, we serve as general and special outside counsel to closely-held businesses spanning a broad spectrum of industries, assisting our clients with compliance issues and requirements and providing seasoned legal and business advice and counsel honed over decades of experience.

Our business attorneys offer a full range of services, including structuring the formation, ownership, management, financing and operation of business entities, working with entities from corporations, limited and general partnerships, to joint ventures and limited liability companies. We skillfully draft and negotiate business contracts of all types, and handle the structuring and documenting of mergers, sales and acquisitions, leveraged buy-outs, redemptions and recapitalizations. We are also well-versed in the negotiation of equity and financing arrangements; real and personal property leases; and manufacturing, distribution and licensing arrangements. We also advise real estate clients in the formation of partnerships and joint ventures for the acquisition, development, leasing and sale of real estate projects, including commercial office buildings, warehouses, shopping centers, mixed-use projects, hotels and multi-family housing. Other services include drafting and negotiating employment agreements, independent contractor agreements, and structuring executive compensation arrangements; advising clients in connection with secured and unsecured loan transactions; and assisting with the due diligence activities in connection with contemplated acquisitions and financings. Our depth of experience across-the-board sets us apart. Each of our business attorneys possesses at least 17 years of experience, and some have practiced in the field for more than 30 years. From the very basic to the most sophisticated of business transactions, each member of our team is capable of independently representing a client on all aspects of the transaction, start to finish. Our clients receive the benefit of a veteran legal advisor who is not only capable of handling the technical aspects of the transaction but who can be counted upon for sound business advice and judgment as well. We make it a point to know and truly understand the client’s business, because our experience tells us that knowledge adds more value to the client relationship. And as we know, it's the small things that make a big difference.

Our genuine passion for the practice of law motivates each member of our team to understand our client’s business from top to bottom; we actually take an interest in what you do and why you do it. We pursue our client’s goals tirelessly, with practicality and finesse, always engaging each client and each project with absolute care and concern. Our passion explains why we put in all nighters, or work long stretches with no days off until the deal is done. We enjoy the work that we do - it is our passion - and our clients reap the benefits.

• A client had assembled a large number of real estate parcels in connection with the development of a large-scale mixed-use project involving residential, hotel and retail components. The client had limited time in which to resolve various outstanding disputes that existed among the equity investors to the project. The client also needed to secure equity financing for various project obligations - including a pressing legal judgment that threatened the viability of the project - and the acquisition of several additional parcels to better complete the assemblage. We also had the task to negotiate the terms of a development joint venture with a third party developer with the experience and funds required to successfully complete the project, and the situation was further complicated by the need to settle a lawsuit which the client was embroiled in. Enthused by the challenge, we gathered our team, shaped a plan, and helped our client bring about a resolution to the investor disputes and negotiated to secure the financing necessary to meet the project’s short-term capital needs (to satisfy the judgment, take care of working capital requirements and acquire the additional parcels). We also established the parameters for the settlement of the lawsuit and successfully negotiated the terms of a development joint venture agreement – all within the time period necessary to maintain the viability of the project.
• We represented a minority owner of a substantial Washington, DC suburban office building complex whose real estate interests were embroiled in a massive legal dispute between several persons who sought control over the office building complex. We artfully forged an alliance (involving months of late night negotiations and many all night drafting sessions) between several factions in the dispute and teamed up with the firm’s trial practice group to leverage a resolution which ended the litigation, established a clear management path for the office building complex and allowed the firm’s client to maximize the cash flow from and the value of his ownership interest in the office complex.
• We represented a group of individuals that had assembled a large number of marina related parcels with the objective of developing, owning and operating a deep water marina, hotel, office and retail complex in the Florida Keys. We were instrumental in negotiating a very complex joint venture arrangement which brought development expertise to the project, a substantial equity infusion, first mortgage and mezzanine financing, while minimizing the client’s ongoing risks in the project. The negotiations were extremely time sensitive, a number of the parties to the transaction were emotional and temperamental, and the viability of the project stood in the balance. Our client was able to close the transaction within the necessary timeframes, the project was properly funded for its next phase and the client was able to achieve its financial objectives.
• We represented the seller in a very large asset sale involving multiple automobile dealerships in the Washington, DC Metropolitan Area. The purchaser was a large publicly held company. The transaction involved significant due diligence efforts, complex transfers of assets and financing arrangements, multiple lease and sublease transactions, a complex transition of operations to the purchasing entity including multiple operating contract assignments, all of which took place over many months. Working closely with the client, our tireless efforts with the client over many months resulted in a timely closing to the full satisfaction of the client.