Transactional and Corporate Law

Guiding a business through each stage in its lifecycle is what we do. From start-up to exit planning, our goal is to develop bespoke solutions to your challenges so you can thrive as a company and as a business owner, director, officer, or senior manager. We also act as transactional counsel to help ensure that your business deals are always structured with your unique circumstances in mind so you can successfully grow your company.

Formation of a Business

We help you take your idea for a business and give it life. Our firm advises you in selecting an appropriate legal entity (S Corp, C Corp, Limited Liability Company, etc.) that considers the key questions driving your business –what your business is, who will participate in your business, where it will operate, how it will operate, and why you are creating the business. We also analyze the tax consequences of each option so you operate in the most tax-efficient manner possible based on your circumstances. Once an entity is chosen, we create the governing documents you need for your company (e.g., Limited Liability Company operating agreement, corporate by-laws and shareholder agreements, buy-sell agreements, etc.) so you start with a solid foundation.

Operating a Business

A successful company must address both internal and external operational issues. We help you set up and maintain internal processes that comply with all laws and minimize disputes that could damage your company. This includes advising you regarding recordkeeping requirements, corporate formalities, Securities and Exchange Commission and other regulatory compliance, Human Resources policies and procedures, partnership/shareholder disputes, and other matters.

Our firm also assists you in establishing and managing third-party relationships that enable you to make money and grow your business, including negotiating and drafting vendor and customer contracts and nondisclosure agreements, raising capital via securities offerings and/or debt or bank financing, and complying with securities laws, among other issues.

We believe in being proactive in managing risks and avoiding litigation. Our goal is to properly structure the business to reduce potentially destructive disputes among owners of the company. We also provide guidance on how owners can avoid personal liability.

Mergers, Acquisitions, and Divestitures

To grow the business, companies will either “build or buy” or combine the two. Our goal is to evaluate what option will enable the company to best meet its strategic goals. If the choice is made to buy or sell parts of a business, we conduct due diligence on the deal and the parties to help ensure a good fit and then negotiate and structure a transaction that is as favorable and tax-efficient as possible taking into account our client’s circumstances.

Dissolution or Exit from the Business

Every business eventually reaches an end, at least with respect to a particular owner. We counsel individual business owners, partners, and/or members regarding developing an estate plan and business succession plan that protects the value of the company for the individual’s heirs and those who will take over the company.

If the exit plan involves the sale or dissolution of the business, we help ensure that the business is properly dissolved or sold to avoid successor liability.

Business Transactions

Business deals should not be viewed in isolation. Every transaction should benefit the company as a whole and while the tax consequences are important, they should not be the sole driver of a deal. We also understand that timing is of the essence and endless negotiations can kill a good deal.

Our goal is to evaluate how an expected transaction and specific terms may affect your company and advise you regarding the most cost-effective and tax-efficient structure for achieving the benefits of the deal.

Foreign Business Activities in the United States

If you want to do business in the United States, an international business – big or small – needs local knowledge, and an experienced counsel to guide you through the process. We advise clients through every stage in the company’s lifecycle from formation to exit planning or dissolution and everything in between. We provide bespoke solutions to help companies operate efficiently, comply with the law, reduce their costs, and take advantage of opportunities to grow their business.

How We Help

We take a results-oriented approach to addressing your needs. Our firm can help you establish a strong foundation for your company so you can operate successfully and avoid problems. We guide you in making well-informed decisions about how to grow your business and implement your wishes in a cost-conscious manner.

If you need assistance with a corporate or transactional matter, contact us for a consultation.