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Business Transactions

 
Entities, Agreements & Formations

Business law differs from other areas of the law in that it does not deal with individuals but business entities, including corporations, partnerships, limited liability companies, hedge funds, etc. Numerous legal issues can arise when dealing with business entities instead of individuals, not to mention the frequent regulatory changes at both the federal and state level. If your small business has legal needs, including agreements, organizational structures, or dispute resolution, it is best to use someone who concentrates on business law, so your legal documents and strategies protect you rather than make you vulnerable.

Business Formation (Corporations and LLC’s)

Selecting an entity is an important first-step for your business. Many clients are unsure as to whether a corporation, limited liability company, or other entity form will be the best for their business. Because there are tax, ownership, and other legal issues that are unique to corporations, partnerships and limited liability companies, we counsel our clients on the key entity differences, advise on which company structure is preferable, draft the articles of incorporation, limited liability articles, or other formation documents, and prepare Bylaws, Articles of Organization or other governing instruments in all 50 states.

Limited liability protection is essential in most cases. If the organizational documents are not properly and completely prepared and maintained you may face personal liability, which defeats the purpose of the entity. We will help you assess your needs and choose an appropriate entity, whether it be a sole proprietorship, limited liability company (LLC), general partnership, limited partnership (LP), or corporation. We will complete all necessary paperwork depending on your specific needs. Entity formations are usually done on a set-fee schedule.

Contracts and Transactions

We have unparalleled skills when it comes to business contracts and transactions. We may be a business law firm but we talk in plain English. We believe that the rights and responsibilities of each contracting party should be clearly outlined, in every contract, every business transaction, indeed in every legal matter. We ensure clients will never be confused by complicated legal jargon or lose out because they didn’t understand what was in an agreement.

We achieve an understanding of your business objectives and will prepare and negotiate an effective business contract providing structure for the future of your business. Standard contract preparation for us includes, legal matters relating to:

  • Stockholders, LLC Members & Managers
  • Non-disclosures (NDAs)
  • Non-Competition
  • Distributorships
  • International business
  • Business Acquisitions, Mergers, Purchases and Sales
  • Key employees
  • Franchises
  • Licensing

In addition, we will support your business in more complex transactions; we offer legal counsel on:

  • Mergers
  • Acquisitions
  • Securities offerings
  • Debt financing
  • Joint ventures
  • Partnerships
  • Employee relations
  • Corporate taxes
  • Regulatory compliance

Our transactions attorneys work directly with you to provide a solid understanding of the requirements of the Uniform Commercial Code (UCC), a law developed to oversee business transactions in the US as well as the Contract for the International Sale of Goods (CISG) which governs some international transactions.

Shareholder Agreements, Member Agreements, and Buy-Sell Agreements

Often the shareholders or members of a company wish to enter into a shareholder agreement, a member agreement, or a buy-sell agreement. These agreements can be beneficial in providing a pre-arranged mechanism for handling certain situations, such as the retirement, disability or death of one of the shareholders. If any such circumstance arises, all parties benefit by having terms in place that govern such situations.

Disputes and Entity Dissolution

In some instances disputes will arise between company principals, or it may be desirable to have a company dissolved. We are experienced at guiding clients through these situations and can advise of the alternatives that may be available.

Corporations, Partnerships & Joint Ventures (all 50 states)

Limited Liability Companies (all 50 states)

Limited Partnerships (all 50 states)

Private Placements (federal and state)

Venture Capital Agreements

Mergers and Acquisitions

IP Licensing

Tax-free Reorganizations

International Business Transactions