We assist business owners and directors in managing risks and responsibilities as they grow, diversify and sell their companies.

Closely-Held Business and Tax Planning

Choice and creation of appropriate business entity and income tax classification for  owner objectives, including:

• Income Tax Classification:
• C-corporation
• S-corporation
• Disregarded Entity
• Partnership
• Entity Type:
• Limited Liability Company (LLC)
• Limited Partnership
• General Partnership
• Professional Association (PA)
• Professional Limited Liability Companies (PLLCs)
• Franchise Law
• Organizational and Operating Matters:
• Articles of Incorporation
• Articles of Organization
• Bylaws
• Operating Agreements
• Shareholder’s Agreements
• Buy-Sell Agreements
• Conversions to other entity types
• Voting Pool Agreements
• Foreign business registration
• Registered Agent & Registered Office services
• Consents in lieu of Annual Meetings of Shareholders and/or Directors
• Succession planning
• Employee and Contractor Agreements
• Lease Agreements
• Change income tax classification
• Prepare and file annual reports

Mergers and Acquisitions

We represent both buyers and sellers in acquisitions, divestitures and joint ventures.

• Legal and Tax Transaction Planning
• Taxable and tax-free mergers
• Leveraged buyouts
• Management buyouts
• Re-capitalizations
• Re-organizations
• Business and partnership income tax planning
• Joint ventures
• Due diligence:
• Tax
• Antitrust
• Employee benefits
• Labor liability
• Environmental liability exposure
• Real estate
• Governmental consent/approval issues
• Contract negotiation
• Legal and tax implications of financing options
• Draft agreements:
• Letters of Intent
• Definitive Purchase
• Employment and Consulting
• Non-Compete
• Promissory Note and Security
• Bill of Sale and Assignment
• Assumption

Corporate Governance

We provide clients with advice that anticipates potential and pending regulation and legislation, advise on best practices, and provide:

• Resolutions and minutes for conducting board, committee and shareholder meetings
• Advice on board committee obligations and assist in establishing calendars and meeting agendas
• Recommendations for board and committee structures, composition and responsibilities
• Board and committee performance assessments