Business Law

Business Law-Overview

Our firm advises and represents companies and entrepreneurs with a broad range of business related services. We advise our clients on business law, start-up assistance relating to the formation of an entity, and assist with buying or selling a business.

Business Startup Services

Starting a business requires thorough planning. Our firm assists business owners in the formation of legally sound business entities and helps entrepreneurs devise business strategies that help them achieve their goals. We advise on the business startup and formation process including issues related to selection of entity type and jurisdiction.

  • C-corporation formation
  • S-corporation formation
  • Limited liability company (LLC) formation
  • Partnership formation (including LLP)
  • Stock purchases
  • Asset purchases
  • Joint ventures

We also consult with business owners and draft shareholder agreements or partnership agreements as part of the entity formation process.

Buying and Selling Businesses

Our firm can guide business owners in the multi-stage process of buying or selling a business including:

  • Advising on the structure of the transaction
  • Negotiation of terms and drafting of the deal memorandum
  • Advising sellers on legal strategies to address issues raised during the due diligence process
  • Advising buyers on conducting legal due diligence
  • Drafting, reviewing and negotiating the extensive documentation involved in a business transaction, such as asset purchase agreements, stock purchase agreements and security agreements

Preparation and Review of Business Contracts

Our firm consults with business owners to draft, review, and negotiate contracts related to various business activities, including:

  • Buy-sell agreements
  • Lease agreements
  • Service contracts
  • Releases and waivers
  • Property agreements
  • Shareholder agreements
  • Operating agreements

Business Succession Planning

No company can survive without an able owner, executive, or shareholder at the helm. In the event of a key member’s sudden death, illness, or retirement, businesses are often left scrambling to recover lost assets and find a replacement. Large corporations and small businesses alike can avoid a tumultuous transition by creating a succession plan with a knowledgeable attorney.

Without a Plan

If an owner, executive, or shareholder does not have a succession plan in place, his or her stake in the company is either passed on to relatives as part of the estate, absorbed by other shareholders, or a combination of the two.

In family-owned businesses, disputes may occur between siblings and other relatives. Those more active in the day-to-day operations of the business may feel entitled to larger shares than others who are less involved.

In larger corporations, employees and clients may leave the company for fear of instability, shareholders may not be able to buy out the extra shares, and temporary replacements may not be equipped to lead the company through such a delicate time. In addition, if a spouse or other relative inherits the shares of the deceased owner, disputes between shareholders may occur, stalling progress and possibly leading to a loss of assets.

With a Plan

An attorney with expertise in business and estate planning can help owners and shareholders make a plan to ensure a smooth transition. Plans are customarily created after employees, coworkers, other shareholdersand family members have been consulted and after goals for the future of the company have been outlined. Though succession planning can be tailor-made to fit any business model, it typically involves either retention or buy-sell retention.

  • Retention Planning involves keeping the business or shares within the family. With a retention plan a spouse, children, or other relatives will retain control of assets.
  • Buy-Sell Retention Planning offers the other shareholders or vital employees a larger stake in the company. Interested parties stipulated in the plan will be granted the right of first refusal, or the ability to accept or reject the shares before they are offered to individuals outside of the company. The price of the shares will be determined by a valuation mechanism agreed upon during succession plan negotiations. For example, a valuation mechanism may require that shares be offered for their prevailing full market value, or require multiple professional business valuation appraisals.

Properly drafted succession plans provide the remaining members of the company with a procedure to follow in case the unexpected happens. Planning can designate a competent successor, a successor will be named who will be able to guide the business through the transition, reassure employees about their job security, and put safeguards in place to protect the company from loss. A pension or retirement fund may also be written into the plan.

Other arrangements can be made that would transfer the owner or executive’s interest into trusts to be paid out to family members. Assets may also be divided among employees or in other cases, it may be best to sell the company. With so many factors to consider, it is important that you consult an experienced business planning attorney who can understand all of the interests at stake and work with you to protect them.

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