Business Formation and Entity Selection
We work closely with our clients to select the appropriate business structure, draft necessary agreements between owners, and plan for the future. We believe that practical planning is the best solution for your business’s long-term success.
Our attorneys regularly advise our clients on the appropriate entity, be it limited liability company, S-corporation or partnership, and provide counsel on related tax issues, governance issues, future planning, succession planning and estate planning.
We regularly prepare all related documents, such as governing and formation documents, employment agreements, stock purchase agreements, shareholder agreements, partnership agreements, operating agreements and joint venture agreements.
Our work does not end after formation but often continues with the drafting and review of contracts; resolution of shareholder disputes and employee issues and benefits.
Mergers, Acquisitions and Dispositions
Mergers, acquisitions, and dispositions are often the most important and complex transactions our clients will encounter. These transactions can take many forms including asset purchases, stock purchases, mergers, split-offs, spin-offs, sale of business, sale of assets, and others. We regularly provide advice on structuring both taxable and tax-free mergers and acquisitions. Whether our client is seeking to achieve liquidity for stockholders, to acquire complementary business assets, or to divest a line of business that is no longer essential, these transactions involve many different legal considerations, including structuring, finance, tax, securities, intellectual property, employment, and employee benefits.
Once our client has identified a desirable transaction, we help them negotiate the letter of intent or term sheet. After a letter of intent is signed we guide clients through complex documents, negotiation of terms and the due diligence process. Once the due diligence process is complete and the definitive agreements have been negotiated, we work with our clients to close the transaction. We address tax issues related to choice of transaction structure, form and timing of payment, employee compensation as well as the myriad other tax considerations that arise in a typical transaction.
In addition to negotiating, drafting and reviewing business sale offer letters and agreements, we advise and assist business owners and investors with a wide range of issues including:
- Advising on practical business and financing issues related to the transaction
- Assisting with the selection of the right business entity, such as partnership, LLC, S-Corp or C-Corp to secure the most desirable tax benefits and liability protection
- Advising on employment matters attendant to business transactions
- Negotiating terms and structure of earn-outs as part of compensation for seller
- Assignment of the business trade name and other intellectual property
- Non-competition provisions
Corporate Governance
We regularly advise corporate boards of directors, shareholders, limited liability company managers and members and partnership partners regarding requirements under applicable statutes and ever-developing case law concerning issues related to fiduciary duties, duties of loyalty and avoidance of conflict of interests.
Business Succession Planning
We regularly advise clients on the succession of their business, whether the intent is to keep the business in the family for the next generation, or to sell the business outside the family. Keeping the business in the family, and passing it from one generation to the next, often presents difficult issues to address and hurdles to overcome. Often, these issues involve balancing the needs of family members who are active in the business with those who are not.
We work with clients to develop strategies for the transfer of ownership of their business in a manner that minimizes income, gift and estate tax consequences by using various techniques, some simple and others more sophisticated and complex when their use is needed to accomplish our client’s overall goals. We treat business succession planning and estate planning as integral and develop comprehensive plans which encompass both as part of an overall plan.
Contract Preparation & Review (Business Agreements)
From negotiations to drafting to final review, each stage of contract development is crucial in memorializing the goals and limiting the liability exposure of our clients. We understand the nuances of language and apply them to your advantage. We regularly prepare an extensive variety of business contracts, employment contracts, and individual agreements including:
- Operating Agreements
- Sale and Purchase Agreements
- Lease Agreements
- Employment Agreements
- Shareholders’ Agreements
- Partnership Agreements (Buy-Sell, Cross-purchase & Redemption Agreements)
Employment Agreements
We regularly draft and negotiate employment agreements on behalf of both employees and employers. Employment agreements often contain a variety of provisions beyond merely salary, term, protection of intellectual property, and the like. We are experienced in drafting and negotiating these provisions including those covering:
- Non-competition & Non-solicitation
- Safeguarding of Confidential Information
- Bonus Structures & Incentive Compensation
- Stock Options
- Termination Severance Packages
- Separation Agreements
- Protection of Intellectual Property
- Work for Hire