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The focus of the Business Transactions and Tax Planning Department is to achieve the client’s objectives as effectively and efficiently as possible, to protect the client from unnecessary legal risks or liability exposure, and to provide a “value-added” component to every transaction and matter through responsive and competent legal assistance in all aspects of their business.
PURCHASES, SALES AND FINANCING
Our Business Transactions and Tax Planning Department has substantial experience in handling purchases, sales, mergers, reorganizations and financing of businesses and assets in a wide variety of industries, including manufacturing, distribution, retail, service, publishing, technology and real estate.
Our services and experience include:
- Advising clients regarding advanced planning for the successful purchase or sale of a business.
- Due diligence reviews in connection with the purchase and sale of a business.
- Negotiation and documentation of all aspects of the purchase, sale, merger or reorganization of a business or an interest in a business.
- Structuring and documentation of the financing required in connection with the purchase or sale of a business or its assets.
- Structuring and forming the purchasing or selling entity and the relationships among its owners.
- Structuring the transaction for the minimization of federal, state and local taxes.
BUSINESS OPERATIONS AND OPPORTUNITIES
Many opportunities arise each year during the life of a business for which the Business Transactions and Tax Planning Department can provide valuable assistance.
Some of these matters include:
- Consulting on business ventures and strategic alliances in corporate, limited liability company and partnership forms.
- Advising, designing and documenting agreements and relationships with distributors, suppliers, customers, independent contractors, lessors or lessees, licensors or licensees, and others.
- Assisting clients with franchising issues.
- Preparing annual minutes and other entity maintenance requirements.
- Assisting financially troubled companies in matters involving debt cancellation, renegotiation of contracts, creditor-protection, and entity dissolution.
COMPENSATION AND EMPLOYEE BENEFITS
The Department has considerable expertise with employee retirement plans and, particularly, benefits for key employees and owners. The Department frequently provides employee benefit program advice and documentation in such areas as employment agreements for key employees and owner-employees, incentive programs for key employees (including stock options, stock appreciation rights, phantom stock plans, life insurance programs and golden parachutes) and employee termination and severance packages.
START-UP AND EMERGING COMPANIES
The Business Transactions and Tax Planning Department represents start-up and emerging growth companies in connection with their formation and financing needs.
Our experience includes:
- Selection and formation of business entities, including corporations, limited liability companies, partnerships, and joint ventures.
- Advising and designing buy-sell and shareholder agreements and voting trusts.
- Preparation of private placement memoranda and related documentation in connection with the raising of capital through private placements.
- Negotiation, documentation and assistance in connection with venture capital funds and institutional financing.
- Negotiation and structuring of strategic alliances.
TAX PLANNING
Tax planning is a critical component of almost all business transactions and the Department aggressively and creatively assists clients in this area. Whether structuring the purchase or sale of an existing business, or the formation of a new business, we are always sensitive to tax savings opportunities for the business and its owners.
We also provide valuable tax advice in:
- Real estate transactions of all types, including purchases, sales, exchanges, foreclosures, and debt restructuring.
- Designing, negotiating and structuring profit sharing and tax allocation
arrangements among owners of corporations, limited liability companies and partnerships.
- Representing clients in disputes with federal, state and local tax agencies.
- Structuring dispute settlements to minimize tax consequences.
- Succession planning and wealth transfers among family members in connection with family-owned businesses.
- Designing the structure of transactions to maximize estate planning opportunities for business owners.
CHARTER SCHOOL LAW
Our Department has helped guide numerous state and federal charter schools through the difficult process of crafting and then seeking approval for a charter. We have helped them face the many challenges in negotiating with school districts, regulatory agencies, unions, management companies and other interested parties. For more information on our Charter School Law services, please go to www.charterschoollaw.com.
DISPUTE RESOLUTION AND LITIGATION
The Department is skilled in the resolution of disputes at all stages. Our philosophy is to pursue the client’s goals in a cost-effective manner and to explore all avenues for a fast, successful resolution. Our attorneys have successfully handled a wide variety of matters, including disputes involving the purchase and sale of businesses, owners of businesses, employees, distribution and licensing relationships, contractors, lenders and leases.
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