We support business leaders in all aspects of their operations, representing a range of private businesses, from mid-size companies to small, closely held firms. We have substantial experience in all aspects of business formation, management and planning. Our goal is to provide our clients with the comprehensive, timely and efficient advice they need to operate their businesses successfully. We believe that our early involvement in the formation of a business and preparation and negotiation of contracts gives the venture an opportunity to minimize future problems and expenses.
We assist entrepreneurs setting up new businesses in selecting the right business entity – whether a limited partnership, limited liability company or corporation – as well as determining the best tax classification – be that a partnership, disregarded entity, S-corporation or C-corporation. We coordinate all required filings and prepare fundamental governance and operating documents, such as operating, partnership and shareholder agreements. Once a business is formed, we address practical, ongoing business, employment, contract and financing issues. We also help businesses protect their assets and trade secrets through non-compete, non-disclosure and non-solicitation agreements.
We draft businesses contracts that aid predictability, profitability and protection. Knowing that legally sound contracts are a key component of a strong business, we make sure that our clients’ interests are protected when negotiating, drafting and managing contracts with customers, suppliers and service providers. We prepare agreements for independent contractors, consultants, licensing arrangements, joint ventures and other types of strategic alliances. We also assist individual clients who accept new positions or terminate their employment by reviewing and negotiating employment, non-compete and severance agreements.
Buying & Selling Businesses
For clients who are buying or selling a business, we assist with the many legal issues that can arise. Our goal is to identify possible challenges early and put safeguards in place to prevent issues that may arise in the future. We guide business owners in the multi-stage process of buying or selling a business, including:
- Determining the best structure for the transaction, whether an asset or stock sale
- Assisting with due diligence review and/or disclosures
- Drafting and negotiating terms, letters of intent, asset and stock purchase agreements, financing documents and security agreements
Given the complexity and scale of the issues involved in the transfer of a business, it is critical for both purchasers and sellers to retain knowledgeable attorneys to guide them through the process and safeguard their interests.
Business Succession Planning
No company can survive without an able owner or manager at the helm. In the event of a key person’s sudden death, illness or retirement, businesses find it very challenging to cope with the changes that follow. Large and small businesses should avoid tumultuous transitions by establishing succession plans well before they are needed. We help our clients negotiate with their co-owners, co-workers and family members, and prepare documents that protect all interested parties. Our clients are often motivated by some of the following goals or concerns:
- Granting co-owners or vital employees equity interests through stock grants, stock options, rights of first refusal, shareholders agreements, purchase agreements and incentive compensation
- Preserving “institutional memory” from current key persons
- Retaining family ownership of a business
- Ensuring sufficient liquidity and cash flow so a business does not need to be sold to pay taxes upon the death of a key person
- Facilitating the transition of management upon the death of a key person
- Implementing family employment plans with policies and procedures for when and how family members will be hired, who will supervise them and how compensation will be determined