General Business Representation
Each business has legal issues and needs that are unique to that particular business and its owners. We strive to understand the business of each client and provide counsel that will help the owners achieve their business, financial and personal objectives. We assist on general business issues such as review of contracts with suppliers and customers, employment law advice, employee benefits and ESOPs, assistance on protection of the business' intellectual property assets, assistance on real estate transactions, advice on corporate governance, entity maintenance, restructuring and recapitalization and numerous other aspects of business law.
Tax Planning and Counsel
We advise clients regarding the income, gift and estate tax consequences of the formation, reorganization, division and liquidation of corporations, partnerships, limited liability companies and other entities; sales and purchases of business entities and assets; transfers of ownership; and ongoing business activities. For proposed transactions involving significant tax issues, we often obtain advance rulings from the national office of the IRS and state tax authorities. We regularly draft protests and negotiate with the IRS and state tax authorities about issues raised on audit and represent our clients in administrative proceedings or litigation regarding taxes.
The orderly and appropriate succession of ownership and management is always an important issue for family and closely held businesses. It involves not only legal and business matters, but also sensitivity to the human aspects affecting owners, family members and key employees. We advise on ownership and management structures to facilitate succession planning and on the desirability and the tax and other implications of making lifetime gifts, prepare wills and trusts containing a variety of provisions appropriate to achieving clients' business and personal wealth management objectives, assist with disability and life insurance planning, prepare buy-sell agreements and assist with a variety of other planning techniques. We also assist in identifying alternatives for financing succession-related transactions.
Purchases and Sales of Businesses
We have extensive experience with the purchase and sale of businesses, representing both sellers and purchasers in both taxable and non-taxable transactions. Our lawyers advise regarding transaction structures (including mergers, sales of assets, sales of stock and other forms of acquisition) and legal terms, assist in the negotiation of the transaction, prepare documents necessary to complete the transaction and handle closings.
We assist our clients with financing their businesses, including through bank financing and sales of debt and equity securities. We also have experience with project finance transactions. Our lawyers have contacts with a number of financing sources. We routinely represent our clients in negotiating the terms of these transactions, preparing the associated legal documentation and closing the transaction.