Counseling on form of business (corporation, partnership, limited partnership, limited liability company, subchapter S corporation, joint venture, proprietorship) and tax ramifications; drafting organizational documents; corporate, tax and other federal, state and local filings and compliance measures; business qualification in other states; business name, copyright, trade secret protection.
Officers, Directors and Employees
Advice on duties and exposure of corporate officers, directors and employees; employment contracts; compensation arrangements; employee benefit plans; stock compensation plans.
Shareholder meetings and disputes; stock issuance and transfer; shareholder and stock redemption agreements.
Corporate Finance and Securities Law
Compliance for private and public equity and debt offerings; negotiations with underwriters; registration statements; private placement memoranda; compliance with periodic reporting and proxy solicitation requirements of the SEC; public disclosure and insider trading matters.
Acquisition and sale of business entities; tax-free organizations; leveraged buyouts; management buyouts; financing of acquisition and sales; workout of troubled acquisitions.
Secured and unsecured borrowings from financial institutions and private debt sources; documentation of all lending transactions; consumer credit transactions and documentation; extensions of credit to customers by businesses.
All federal, state and local tax ramifications of engaging in business, including formation of business, ongoing operations, and sale or other disposition.
Limited Partnerships/Limited Liability Companies
Formation; real estate and other syndications; federal income tax matters; securities law compliance.
Mergers and acquisitions; asset and profit line purchases; tender offers; going private transactions; liquidations.
Negotiating and drafting bank and insurance company loan agreements and related documents; debt restructuring; bankruptcy matters.
Preparation of corporate or partnership documents for estate/business planning; federal income tax issues; estate planning and estate tax counseling; arrangements for transfer of interests in closely held businesses and related control issues.