Business Law Services

Business Formation
We regularly assist clients with forming new business entities.  Our fixed fee includes advice regarding the best type of entity (limited liability company, corporation or partnership) based on the type of business, risks and tax factors.  Our fixed fee also includes basic startup documents including a single member operating agreement (for a LLC) and bylaws, initial consents, stock certificates and a minute book (for corporations).

Buying or Selling a Business
The purchase or sale of a business is one of the most important transactions that a business owner will undertake.  We have broad experience in representing buyers and sellers of numerous types of businesses, including manufacturing, construction, technology, health care, real estate and service businesses.  We bring a practical approach to acquisitions while ensuring that the deal is structured in a tax efficient manner.  As with most of our work, we offer up-front, fixed fee pricing for business acquisitions and sales.

Capital Raising
Whether a business is seeking initial seed capital, expansion capital or venture capital, we have experience in structuring private securities offerings that preserve the founder’s control while offering attractive terms to investors.  We have assisted businesses in the technology, health care, government contracting, construction, real estate and service industries raise over $1 billion in private securities offerings.

Confidentiality and Non-compete Agreements
We regularly prepare and review employee non-competition and non-solicitation agreements that protect businesses from their employees soliciting customers and using confidential information.  We also prepare and review confidentiality agreements that protect businesses when negotiating joint ventures, customer agreements and business acquisitions.  

Contract Drafting and Review
We draft and review a wide variety of “day-to-day” contracts including customer agreements, purchase orders, vendor agreements, marketing and distribution agreements, independent contractor agreements, employment agreements, consulting agreements, commercial leases and licensing agreements.  For clients with a high volume of sales, we can create a customer agreement that can be utilized for many different types of sales.

Estate Planning
We represent individuals, trusts and estates to ensure that assets are passed according to the goals of the client and in the most tax efficient manner.  This includes drafting wills, trusts, advance medical directives (also known as living wills) and powers of attorney.  We also offer more advanced tax planning which can include irrevocable life insurance trusts, charitable trusts, personal residence trusts, family limited partnerships and other strategies.   With many changes expected in 2010 and 2011 to the estate tax laws, we can provide a short “check-up” review of your current plan on a fixed fee basis. 

Franchising
We review franchise agreements and associated documents on behalf of potential franchisees purchasing a franchise.  We also assist franchisees in the sale and purchase of their franchised business and in the negotiation of the terms of approval with the franchisor.

Joint Ventures
Businesses often partner with other businesses to provide products and services to their customers in a cost-efficient manner.  Often, these arrangements are structured as joint ventures.  We have represented numerous businesses in the creation of joint venture arrangements – including both "contractual" joint ventures and joint ventures involving the formation of a new entity with each business as a member of the entity.  We are familiar with the important issues involved in a joint venture, including duties of joint venture members, capital requirements, decision making and profit splits. 

Loans to Businesses
We regularly represent businesses in loan transactions involving local, regional and national lenders.  These include loans to purchase businesses, loans used for business expansions, and credit lines used for day to day cash flow needs.  We also represent borrowers in SBA backed loans and have relationships with a number of SBA lenders.

Succession Planning
Succession planning involves strategically planning the transfer of ownership and control of a privately held business.  Good succession planning reduces the risk of business failure upon the owner’s death or disability and ensures that the value of the business is maximized.  For family owned businesses, succession planning can facilitate a smooth transition to the next generation. We will meet with you and your advisors, review your business structure, review your current personal estate plan and discuss your goals.  We will then develop a succession plan based upon your unique business and personal situation.  We will also assist you in the implementation of the plan.

Taxation
We are experienced in state, federal and local tax matters affecting partnerships, limited liability companies, tax-exempt organizations, trusts and estates, public and closely-held corporations and real estate businesses including Real Estate Investment Trusts. We provide tax advice for routine and complex business and real estate transactions, joint ventures, debt modifications, mergers and acquisitions and other business reorganizations.

We are a leader in the area of Section 1031 exchanges (also called like-kind, deferred, or Starker) exchanges and regularly represent taxpayers and qualified intermediaries in all aspects of 1031 exchanges, including:

• Advising clients of the requirements of successfully completing an exchange.
• Structuring exchanges to ensure compliance with federal and state law.
• Representing dispositions and acquisitions of relinquished and replacement properties.

We have extensive experience in both personal property exchanges and real estate exchanges, and have structured everything from simple simultaneous and deferred exchanges to complex reverse, and reverse build-to-suit, exchanges. Our experience allows us to close exchanges promptly, and to find creative solutions for qualifying non-standard transactions for tax-deferred treatment.

Real Estate Securities                       
We regularly advise private real estate companies, including private REITs, on a full range of corporate and securities matters, including private placements of securities; other equity and debt financing; mergers, acquisitions and other strategic business combinations; joint ventures; and general corporate, partnership, tax and real estate matters. We have structured offerings of tenant-in-common interests for Section 1031 exchange programs, common and preferred REIT stock, limited partnership interests, LLC membership interests, beneficial interests of Delaware statutory trusts, and debt securities.

We routinely advises real estate companies in virtually all aspects of real estate securities work, including:

• Real estate investment fund formation, and investments, and general securities and corporate law compliance and corporate governance.
• Private offerings of tenant-in-common interests for Section 1031 exchanges.
• Private offerings of equity and debt securities, including follow-up equity offerings.
• Mergers and acquisitions.
• Joint ventures, strategic alliances and other strategic investments.

Securities
We provide counsel and services related to federal and state securities laws and regulations for privately held companies, individual investors, investment advisors, broker-dealers, insurance companies and corporate officers. We have extensive experience in all areas of regulatory compliance, including private placements under Regulation D of the Securities Act of 1933, and registration under the state securities or Blue Sky laws.

General Counsel Services
Many clients have important business law questions but hesitate to call their attorney because they don’t want to start the meter running.  We believe that our business clients should have ready access to business and tax advice without worrying about billable time.  That’s why we created our general counsel service.  Based on the size of your business, our general counsel service provides unlimited business law and tax advice for a regular monthly fee.  The service includes the following:

• Unlimited business and tax law advice via telephone and email
• Quarterly meetings to discuss strategy and other big-picture issues
• Review of vendor and customer agreements
• Preparation of annual corporate consents
• Serving as registered agent for the company

Our general counsel services start at $350 per month for companies with revenues less than $1.5 million per year.

If a question or consultation requires legal research or document drafting, we will notify you that such work is outside the scope of our general counsel service and provide you with a fixed fee quote for such work.  Likewise, assistance with specific transactions (including the sale and acquisition of businesses; joint ventures; capital raising; and lease reviews) is outside the scope of our general counsel services and we will provide you with a fixed fee quote for such work.

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