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Business Law / Transactions

Business Law / Transactions

 
In the creation, acquisition, sale or operation of a privately-owned business, the advice of an experienced lawyer is invaluable. We help our clients deal with the legal problems facing their business so they can focus their attention on their successes. Additionally, through proactive planning, we help our clients minimize their tax burden, maximize their business value, raise capital and transition their business to the next generation of leadership. We serve as legal counsel to a number of privately-owned businesses in a large variety of industries. Our firm develops long-standing relationships with business that want to have a lawyers on their side without having the expense of in house counsel.

Areas of Focus

Business Planning and Formation

  • Analyze a client’s business objectives and advise which business entity provides the maximum tax benefit and asset projection benefit to the owners, whether that be a limited liability company, S corporation, C corporation, or partnership.
  • Prepare operating agreements, shareholder agreements and other organization agreements that serve business objectives and provide tax-friendly structures. 

Business Acquisitions and Sales

  • Evaluate and negotiate the proposed structure and terms of a transaction.
  • Draft the documents necessary to close a transaction, including without limitation, purchase agreements, letters of intent, confidentiality and non-disclosure agreements, employment / consulting agreements, non-competition agreements and assignments and assumptions of contracts and agreements.
  • Lead all or part of the due diligence process.
  • Assist in procuring financing and completing other requirements for closing a transaction.
  • Provide counsel on post-closing matters.

Governance

  • Advise clients on corporate governance issues with respect to the rights and responsibilities of officers, directors and shareholders.
  • Counsel on protocols for special directors’ and shareholders’ meetings.
  • Protect and enforce the rights of minority shareholders or partners.
  • Advise on corporate governance-related disclosure requirements.
  • Structure executive compensation. 

Contracts and Financing

  • Negotiate and draft contracts.
  • Advise clients on the complex network of contracts with customers, suppliers, providers and strategic partners that are critical to a client’s success.
  • Assist in acquiring capital or procuring financing.

Succession Planning

  • Balance business and family goals to effectively and efficiently transition ownership to the next generation or to key employees.
  • Pre-sale tax planning, communication, and governance.
  • We select the most beneficial legal entity to hold, manage and transfer the family business
  • Analyze client’s liquidity needs to fund buyouts upon retirement, death or disability.
  • Use life insurance and other assets to equalize the inheritance to children who will not receive a significant ownership in the business.
  • Draft Buy-Sell Agreements.
  • Draft key employee ownership and incentive compensation in order to provide for the retention of key employees.
 
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