OUR BUSINESS CORPORATE LAW PRACTICES

Contracts

Very little meaningful business is done on a “handshake” basis. Most companies enter written contracts on a regular basis. Some contracts obviously require careful legal review, like the 30 pages of techno jargon presented by the tech consultant 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 everyday basis.

Website Terms of Use and Privacy Policies

The Terms of Use (TOU) and the Privacy Policy in your company’s website are often given little attention by the company or the site builder…and are sometimes even omitted. Either of these can, in fact, be a contract between company and user, depending on how it is constructed. If constructed properly, it can help avoid litigation... or at least litigation in an unfriendly venue. If constructed poorly, it can be used in Court against your company. If your company obtains any information from users (e.g. credit card info) or recommends any product or course of action, the company can incur substantial monetary liability. Therefore, these require the same attention as any 20-page legal contract.

Bank Financing

Most businesses require bank financing on an occasional, if not regular 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. Non-compliance can lead to private lawsuits and/or government fines. 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 regulators and private litigators do.

Commercial Leases

Many companies lease the space within which their business is conducted. In a 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 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.

Similarly, Sellers require representation that is experienced and pays attention to detail, especially for non-cash deals where getting the seller full payment an overriding concern.

We have decades of experience in representing both buyers and sellers in transactions that range from many millions of dollars down to the low six figures.

“Corporate” Law

The term “Corporate Law” is in quotes because the corporation is gradually being replaced by the limited liability company(LLC). Since the introduction of LLCs, sophisticated practitioners are utilizing the LLC for many, if not 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 and flexibility of a partnership.[1] An LLC provides 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!

We 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 your needs. Moreover, if your new or ongoing business has more than one owner, we will work with you to prepare an agreement among the owners[2] that best suits all the owners’ needs. Altogether too many businesses have no agreement, or even worse, a “cookie cutter” document that someone took from a form book or the internet. 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 disputes among Owners
• Mergers and acquisitions
• Forming subsidiaries and/or adding related businesses
• Dissolving and liquidating businesses

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[1] While a corporation’s Subchapter S election could provide some of the tax benefits of a partnership, it may not provide all 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.