Business & Finance

We counsel our clients on the choice of entity that will most efficiently, effectively, and economically satisfy their business needs, including sole proprietorships, partnerships, S corporations, C corporations, and limited liability companies. Using experienced paralegals whenever appropriate, we prepare and file business formation documents. We also advise on capital structure, corporate governance, stockholder agreements, LLC operating agreements, buy/sell and other related fundamental organizational issues on an ongoing basis. In addition, we assist in legal matters related to ongoing business operations such as employment agreements, employee benefits plans, confidentiality agreements, intellectual property development and ownership agreements, non-competition and non-solicitation agreements, and miscellaneous agreements with vendors and customers. 

Buying or selling a business can be a stressful transaction for even the most sophisticated business owners. Our experienced lawyers help make the purchase and sale process as smooth as possible for our clients.  We work closely with each client to understand and achieve what the client expects from the proposed transaction. Purchases and sales of businesses (whether in the form of stock transactions, asset sales, mergers, or management buyouts) often involve consideration of complex issues outside of pure "corporate" law, including tax, intellectual property, securities, real estate, antitrust, labor and ERISA, environmental, bankruptcy, and litigation issues. Our lawyers have experience with all such issues and provide comprehensive representation throughout the merger and acquisition process. 

We work closely with our clients to assist with corporate finance issues. Our lawyers represent and assist clients in structuring, negotiating, and documenting equity, conventional debt, and other financing needed to start up, grow, acquire, or diversify a business, including early stage investment, venture capital investment rounds, private debt and equity placements, mezzanine financing, bridge loans, secured and unsecured financing, public debt and equity offerings, bank financing, bond financing, and hybrid financing. 

Limited liability companies are often the business entity of choice for small- and medium-sized closely held companies. In addition to the many governance and finance issues that need to be addressed by corporations, due to of the pass-through tax issues impacting members of limited liability companies, the ownership structure and the allocation of capital, income, and losses among members must be analyzed carefully and implemented in a manner that complies with federal tax law. We assist limited liability companies and their members in structuring and adopting operating agreements that meet the members' business needs as well as the federal tax law requirements. Notwithstanding the popularity of limited liability companies, our clients also include partnerships and limited partnerships with issues similar to those impacting limited liability companies.