Hawai‘i’s economy is not easily characterized as conventional industry sectors common to economic analysis. The primary source of income for Hawai‘i is the visitor sector which spreads itself over several industries, such as service, transportation, and retail trade. Because of this, the question “What are the top ten industries in Hawai‘i?” is not easily answered.
The industries employing the most nongovernment employees in Hawai‘i (in order of size) include education, health, and social services; hotel accommodation, entertainment, recreation, and food services; retail trade, professional, scientific, management, and administrative services; construction, transportation, warehousing, and utilities; and finance, insurance, and real estate.
Our attorneys have an extensive range of experience and knowledge in business planning and counseling Hawai‘i’s business community. Our clients include local, national, and international companies from each of the industries described above.
What We Do
- Business Planning/Entity Formation
- Joint Ventures/Other Business Combinations
- Corporate Governance
- Corporate Finance/Securities Transactions
- Commercial Contracts
- Franchising
- Mergers and Acquisitions
- IP/Technology Transactions
- Alternative Energy/Sustainability Projects
- Income and General Excise Tax Matters
- Third-Party Legal Opinions
- Antitrust and Unfair Competition
- Liquor Licensing
Our multi-disciplinary practice group is capable of advising our business clients in virtually every phase of their businesses, including formation, strategic planning, tax planning, business operations, intellectual property matters, mergers and acquisitions, capital investment and financing, business reorganization, franchising, securities regulation, and regulatory compliance. We also work in conjunction with the Litigation Group to ensure that our business clients receive quality representation to the extent any disputes arise in court proceedings, arbitrations, mediations, and administrative proceedings.
Business Planning/Entity Formation
Our attorneys have extensive experience counseling clients regarding legal entity formation, including business, professional, and nonprofit corporations; limited liability companies; general, limited, limited liability, and limited liability limited partnerships; and joint ventures. We regularly advise our clients on the tax and nontax considerations relevant to establishing the legal entity, and their choices regarding capitalization, governance, profit and loss allocations, transferability of interests, and withdrawal rights. Our “start-up” clients range from single-member LLCs to multinational companies desirous of expanding their business presence in Hawai‘i.
Joint Ventures/Other Business Combinations
Our attorneys regularly advise clients desirous of forming joint ventures or other complex business combinations on a project or transaction basis. Recent representative engagements include joint ventures for real estate development projects, hotel purchases, health care projects (profit and nonprofit), alternative energy projects, and agriculture sustainability projects.
Corporate Governance
We have attorneys well-versed in, and capable of advising managers, directors, officers, and controlling shareholders regarding, fiduciary duties, asset preservation, and limited liability protection, creditor rights, and the rights of shareholders and other equity owners in the business. We work with clients to avoid future problems (including litigation) through ensuring that their business is managed in compliance with applicable law and that our clients are aware of their rights, duties, and obligations under the relevant business entity statutes and the clients’ governing documents.
Corporate Finance/Securities Transactions
Our attorneys have both the detailed legal, regulatory, and industry knowledge and the broad practical experience to help our clients make sound choices in connection with corporate financing transactions. We regularly assist our clients in raising funds through the private placement equity securities by planning and preparing private placement memoranda. We also assist our clients in the financial and investment services sector with securities law compliance, governance, and reporting obligations.
Commercial Contracts
Our business clients deal on a daily basis with a myriad of relationships and contracts that bind them to their suppliers, customers, licensors, distribution, and other strategic partners. Our attorneys help structure these relationships and guide clients through the complexities to ensure their contracts provide the necessary framework for success.
Franchising
Our attorneys represent franchisors and franchisees in a variety of industries, including restaurants, cleaning services, and food product manufacturers. We assist franchisors in structuring franchise programs and complying with Hawai‘i’s franchise laws and regulations, including the preparation of appropriate franchise disclosure documents and franchise agreements and obtaining the requisite state registrations. We also work closely with prospective franchisees to evaluate the risks and advantages of purchasing a franchise by thoroughly reviewing the business documents and explaining them to our clients. We also assist franchisees in negotiating their franchise agreements and setting up their businesses.
IP and Technology Transactions
Our attorneys include intellectual property attorneys capable of counseling our clients in all aspects of technology contracting. We prepare and review license agreements (whether representing the licensor or licensee), IT consulting and professional service agreements, intellectual property assignments and other transfers, distribution and reseller agreements, and other arrangements involving other alternative channels of distributions, website terms and conditions, privacy policies, open-source licensing advice, web and application hosting agreements, and non-disclosure agreements.
Income and General Excise Tax Issues
Our attorneys also include members of our Tax Group who are experienced in assisting our business clients with federal and state tax planning and controversy matters. Our tax planning work includes analyzing business structures and transactions for tax efficiency and savings, navigating tax credit opportunities, and seeking advance guidance and rulings from tax authorities. Tax controversy work includes handling tax disputes in administrative appeals and in federal and state tax court litigation.
Third-Party Legal Opinions
We have a great deal of experience with the drafting and issuance of Hawai‘i legal opinions required in connection with structured finance transactions and commercial real estate transactions.
Antitrust and Unfair Competition
Our attorneys have a long history of guiding business clients through the complexities of federal and state antitrust, trade regulation, and business competition law. We regularly provide premerger counseling, transactional advice and structuring, compliance counseling, and litigation. We also work with clients facing unlawful acts by a competitor, former employee, or other party, or defending against claims of unlawful acts. Recent representative engagements include merger and acquisition analysis; distribution issues and terminations; trade secrets claims; unfair competition and tortious interference claims; breaches of the duty of good faith and fair dealing; customer and employee raiding; and covenants not to compete or solicit.
- Representation of major airline in contract drafting and review.
- Representation of various petroleum industry members in mergers and acquisitions and related business transactions.
- Representation of technology businesses involved in bio-science, telecommunication, and alternative energy industries.
- Representation of Environmental, Social, and Governance (“ESG”) investors focused on alternative energy, food security, and sustainable agriculture projects.
- Representation of medical service providers in mergers and acquisitions (“M&A”) and regulatory compliance.
- Representation of contractors in licensing, contract preparation, and entity formation matters.
- Representation of software licensors.
- Representation of real property developers in joint venture formation, capital deployment, and administration.
- Representation of sellers and buyers of hotel, resort, and development properties.
- Representation of high-net-worth individuals in the formation of charitable entities.
- Representation of Hawai‘i nonprofit corporations with organizational and governance matters, operational matters, mergers, and dissolutions.
- Representation of a Japanese company (kabushiki gaisha) in debt and equity financing of a Hawai‘i company providing internet exchange services.
- Representation of real estate developers in connection with Regulation D offerings, including multi-family housing projects, senior living facilities, and bulk storage facilities.
- Representation of various clients in connection with drafting and negotiating financing documents for angel, venture capital, lease equity, and bridge loan financing transactions for early-stage companies.
- Representation of various clients with complex matters and strategic planning in the petroleum, utility (electric, water, wastewater, telecommunications, and transportation), and alternative energy industries.
- Representation of local banks in multiple acquisition financings, employee stock ownership plan (“ESOP”) financings, and Low Income Housing Tax Credit (“LIHTC”) financings.
