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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 achieving their
successes. 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 businesses that require legal counsel
without 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 and asset protection 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-advantaged 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
- 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;
- Counsel regarding 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;
- Assist with leases or purchases of real estate.
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;
- 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 arrangement for the retention of key employees.
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