The lawyers of Richard H. Waxman, P.C. stand ready to advise your company as to the business related legal matters that arise in the course of your business. These run the spectrum from contracts that businesses generate or sign every day, to extraordinary and complex legal transactions, like mergers and acquisitions.
Contracts Very little business is done on a “handshake” basis any more. Every company enters into contracts on a regular basis. Some contracts obviously require careful legal review, like the 30 pages of techno jargon presented by the consultant that is installing your new $100,000 software package. However, some are less obvious, like the contract your company enters each time it issues or confirms a purchase order. We can help you understand and negotiate that complex software license; and/or we can prepare suitable purchase order, contract or other form documents to give your business the legal protection it needs on an every day basis.
Bank Financing Most businesses require bank financing on a regular or occasional basis. Banking transactions can be very complex, and the bank’s lawyers will seldom streamline the process or accommodate the reasonable needs of a borrower unless asked to do so.. We can advise you as to all facets of banking transactions, from the smallest equipment loan or lease to the most complex, enterprise wide refinancing.
Legal Compliance Like every other facet of modern life, the rules governing your business get more complicated every day. Federal, state and local governments enact more and more statutes, regulations, rules and ordinances. We stand ready to advise you and answer your questions concerning compliance with these laws, and to review your practices to help identify non-compliance before the government regulators do.
Commercial Leases Most companies lease the space within which their business is conducted. In this difficult real estate market landlords will generally be receptive to reasonable provisions proposed by a tenant’s representative. Such negotiated terms may prove very helpful down the road when the tenant wishes, for example, to sublet the space or to make substantial alterations. We will review the lease proposed by the landlord to identify unfavorable terms and conditions and to propose and negotiate more reasonable terms on the tenant’s behalf.
Mergers and Acquisitions Buying a business can be like buying a used car: unless you are very careful, future performance may not match the current glossy exterior. A business purchaser must investigate deep below the surface to help make sure that the business is capable of performing as expected for the new ownership. This involves careful due diligence by the lawyers and/or other professionals, as well as a properly thought out and well constructed Purchase Agreement. Our lawyers have decades of experience in representing buyers and sellers in transactions that range from many millions of dollars to less than a hundred thousand dollars.
The term “Corporate Law” is in quotes, because the corporate format is gradually being replaced by the limited liability company. Since the introduction of LLCs, sophisticated practitioners are utilizing the LLC for most new business entities. The reason is simple. Prior to LLCs, business owners had to choose between the limited liability benefits of a corporation and the superior tax treatment of a partnership.¹ An LLC is the best of both worlds, in that it protects its owners from liability with the same “corporate veil” as corporations; while it is taxed like a partnership; i.e. it is generally not taxed at all!
The attorneys of Richard H. Waxman, P.C. will guide you through each step of the process of forming a new business. We will work closely with your accountants and other advisers, to ensure that your business is formed in a way that best suits the owner’s needs. Moreover, if your new or ongoing business has more than one owner, we will work with you to prepare an agreement among the owners² that best suits all the owners’ needs. Altogether many businesses have no agreement, or even worse, a “cookie cutter” document that someone took from a form book. We will make sure that your agreement is tailored for your business and for you.
We also work with you to help administer your ongoing “corporate” law needs. These may include:
- Amending charter documents and by-laws to reflect changes in the company’s structure or ownership or to take advantage of changes in the law
- Bringing in new Owners
- Required Government filings
- Mediating and/or litigating disputes among Owners
- Mergers and acquisitions
- Forming subsidiaries and/or adding related businesses
- Dissolving and liquidating businesses
¹ While a corporation’s Subchapter Selection could provide some of the tax benefits of a partnership, it could not provide all of those benefits, and certain corporations do not qualify for Sub S treatment.
² These are known by many names, including Partnership Agreement, Shareholders Agreement, Operating Agreement and “Buy-Sell” Agreement.