Thompson, Dunlap & Heydinger, LTD.



The attorneys of Thompson, Dunlap & Heydinger, Ltd. provide comprehensive and experienced business counsel to businesses of all sizes. Our clients represent nearly every segment of industry, including media communications, hospitality, healthcare, insurance, manufacturing, retail, banking and finance, real estate development, technology and many others. We provide counsel in business formation and entity selection; contract preparation and negotiation; corporate matters; mergers, acquisitions, sales and other dispositions; financing and lending transactions; equity investments; real estate; bankruptcy and commercial law; and a variety of other business transactions.

The firm’s business, commercial and transactional practice includes the following areas:

Mergers, Acquisitions and Business Sales

We have a sophisticated mergers, acquisition and business sales practice for clients of all sizes. The firm’s expertise includes negotiation of mergers, stock and asset purchases and sales, and capitalization transactions. In representing clients with respect to mergers and acquisitions, our attorneys combine their skill and experience with other specialists engaged by our clients—including brokers, bankers, and accountants—to handle the multitude of issues and concerns arising during all stages of the transactional process.

Business Entity Selection, Formation and Governance

We assist clients in analyzing the many implications involved in business entity selection. Our firm has extensive experience in the governance, tax and creditors issues associated with all forms of business entities including limited liability companies, corporations, general partnerships and limited partnerships. The firm’s attorneys are well versed with the formation, capitalization and operation of all forms of business entities.

The firm regularly works with clients on business governance issues, including consultation regarding shareholder, director and member meetings and resolutions. Our lawyers understand the evolving requirements and the actions necessary to maintain or achieve compliance with various statutes and regulations involved with the operation of a business entity. We also advise officers, directors and board committees on fiduciary responsibilities and on liability issues. Our attorneys have developed expertise with audit committee composition and process, board independence and composition, codes of ethics, and compensation matters.

Financing Transactions, Secured Lending and Banking

The firm represents numerous state and national banks and other lenders in a variety of matters including financing transactions, regulatory matters and general commercial matters. Attorneys in this area of the firm's practice have experience in loans involving asset-based loans, equipment financing, letters of credit, real estate and construction loans, and sale/leaseback transactions. Attorneys in the commercial lending area also have extensive experience in counseling clients in various aspects of debtor creditor relations, such as debt restructurings and workouts.

Real Property

The firm has substantial experience in all aspects of the acquisition, financing, development, management, leasing and sale of real property. Our firm represents real estate developers, landlords and tenants, as well as real estate lending institutions. We regularly represent parties in completing like-kind exchanges under Section 1031 of the Internal Revenue Code.

Our attorneys have extensive experience drafting and negotiating all types of construction contracts, design contracts and related documents, including standard industry forms produced by the American Institute of Architects (AIA). We regularly represent owners, general contractors and trade subcontractors in all manner of construction related transactions.

Nonprofit and Tax-Exempt Organizations

The firm represents multiple nonprofit organizations, many of which are charitable organizations and have been recognized as tax exempt organizations under the Internal Revenue Code. Our attorneys have experience in the formation and governance of nonprofit corporations and the preparation and handling of tax exemption applications with the Internal Revenue Service.

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