Three Rochester attorneys weigh in on corporate law trends

As we prepare to turn the page on the 2024 calendar year, we checked in with three corporate attorneys to find out which areas clients most frequently seek them for counsel.

“As a corporate attorney I’m one of the first persons who gets that phone call when there’s an issue or a project for a client,” said John R. Buhrman, partner at Harris Beach, PLCC who practices in the Corporate Practice Group. “And so, I need to understand broadly what’s out there and what’s affecting my clients’ business.”

Buhrman sees innovative technologies and the regulatory environment having a big effect on his clients. He also sees business-to-business commercial contracts becoming more complex and focused on risk allocation.

“We’re still dealing with risk allocation like we always have, but I’d say the focus has gone into a lot of newer areas, like cybersecurity and who’s going to be liable for what if things go wrong,” Buhrman said. “I’m seeing a lot around, if there’s a security breach or any sort of data and privacy leak who’s going to be responsible for that?”

Part of providing support to his corporate clients, Buhrman explains, is connecting them with subject experts from within the firm who might have different specialties.

This spring Harris Beach announced they will be combining with Murtha Cullina LLP, a major law firm in Connecticut and Massachusetts, to form what will have more than 250 attorneys across fifteen offices in several states who practice in more than thirty major areas of law and more than twenty industries.

“Murtha Cullina has certain subject matter expertise that will bolster our ranks in certain areas and will be helpful to us and our clients,” Buhrman said.

Isaac Figueras, partner and Deputy Co-leader of the Food, Beverage & Agribusiness team at Nixon Peabody, LLP says the biggest thing he’s seeing with his clients right now is a need from their corporate counsel to have a really deep understanding of their business and how they operate.

“So that when you’re talking about things that may not even be legal in nature — even small changes they’re trying to make — your antenna perks up,” Figueras said. “That one small change may have a ripple effect throughout the organization.”

In terms of areas of activity and slowing, he is seeing decreased M&A.

“Between inflation constraints on commercial debt financing, supply chain issues and union activities, there’s been a lot of disruptions in the past year, a lot of increases in costs and sometimes hits to productivity,” Figueras said. “So, a lot of my clients who may have been doing more acquisitions in prior years have not been doing quite as many,”

With an economic environment where corporations try to defend their dollars more, other work streams are picking up, he said, such as writing letters of demand.

“Many of my clients are less patient on defaults by other parties and agreements, whether it’s not performing or not paying,” he said. “So, whereas typically I see my clients be more patient and give longer lead times before they may demand some sort of performance — because they’re trying to save the business relationship — they really want to see the cash in the door, the products in the door, a lot sooner.”

Generative AI is also a hot topic in corporate law, Figueras said, with many companies eager to use it or amp up their usage. One of his roles is bringing in privacy and other experts from within the firm for guidance.

“I think there are a lot of clients that want to be early adopters for the technology to hopefully save costs in the long run, but it has to be balanced really closely,” with due diligence and cybersecuritysaid Figueras. “The fact is, data breaches are happening constantly and not just small ones, but data breaches that are bringing industries to a halt for weeks at a time.”

Mike Moore is a partner and co-chair of the Corporate Practice Area at Barclay Damon LLP, where he’s seeing increased activity, particularly throughout the WNY region, in helping navigate the sale or transition for longstanding, successful businesses — often closely and/or family-owned.

“These businesses, some of which carry brands known for generations in our area, can benefit substantially from experienced professional guidance,” Moore said. “We help these clients obtain and preserve the value that, in many cases, they’ve worked a lifetime to build while helping them provide good results for other key stakeholders, such as employees, customers, and business partners.”

M&A activity is an area Moore is keeping a close eye on for the year ahead.

“If the inflation rate continues to fall in 2025, prospects may increase for M&A and venture capital,” he said. “Less expensive capital can present opportunities for businesses at the inception and exit stages of the life cycle – and all stages in between.”

He explains that for longtime operators seeking exit or transition, valuations can become more attractive and, in some cases, be coupled with more liquidity (i.e., more “cash at close”). For entrepreneurs and start-ups, investment capital can be more accessible with shorter gaps between pitching and closing.

“In all cases, there is real ROI in measured preparation,” Moore said. “Many of the very best opportunities start organically and ramp up on unexpected timelines, so it’s always good to have the option to act quickly if need be. Doing some advance work with your professionals can mitigate rush fees later and, more importantly, help create the ideal image the business wants to convey when seeking growth or exit capital.”

Caurie Putnam is a Rochester-area freelance writer.