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Legal Services for Businesses

Our practice provides an extensive range of legal services to individuals, partnerships, limited liability companies, closely-held corporations, and other profit and non-profit organizations. We serve the needs of both small and large businesses with services covering formation, operations, and the ultimate sale of the business and protection of the business proceeds. Our clients represent virtually every sector of the local economy from real estate to information technology.Welcome to our Web site. We hope that you will find our site informative and useful. Our goal is to provide the highest quality legal services to you and your business in a timely fashion. We welcome the opportunity to talk with you and to discuss how we may be of service.

Foreign Account Tax Compliance Act (“FATCA”):
Enacted in 2010, FATCA becomes fully effective in 2014.  Businesses and individuals making many types of payments to entities outside of the United States will be required to withhold 30% of the payment unless the recipient is FATCA compliant.  Foreign (non-U.S.) entities will be required to certify their FATCA compliance to their U.S. and foreign payors in order to avoid 30% withholding.  FATCA compliant entities will be required to undertake registration, due diligence, reporting, and in some cases, withholding on payments to the owners of the entity or its account holders if those owners or account holders are U.S. persons.  The firm advises on FATCA compliance obligations to which both domestic or foreign entities may be subject and assists with registration, due diligence, and reporting obligations.  For more information see: FATCA, the U.S.-Canada IGA, and Trusts and FATCA: How to Achieve a Practical Understanding Without Getting Lost in the Weeds.

Business Formation Planning:
Attorneys in our practice advise clients regarding the advantages and disadvantages of selecting different business entities. We evaluate the design of debt and equity interests in the business to limit owners’ personal liability and minimize federal income, estate and gift taxes.

Purchases and Sales of Businesses:
The firm represents individuals, corporations, partnerships, and other entities purchasing and selling businesses and business interests with particular attention to the preservation and use of tax attributes. We provide assistance, support, and planning advice in negotiating business mergers, acquisitions, taxable and non-taxable dispositions of corporate assets, and divisive and non-divisive reorganizations.

Business Succession Planning:
Our practice advises clients regarding the appropriate arrangements for protecting the value and continued profitability of privately-held businesses in the event an owner dies, becomes disabled, retires, or terminates employment, or where owners are unable to resolve disputes among themselves concerning the business’ operation.

Capital Formation:
The firm assists clients raising private capital through public and private placement transactions under Regulation D of the Securities Act of 1934 and state Blue Sky Laws. Under private placement memoranda that we have prepared, our clients have been authorized to offer securities for sale in each of the local metropolitan jurisdictions.

Employee Relations:
We counsel employers in complying with federal and state employment laws. Our clients have relied upon us to draft personnel manuals which take into account the unique needs of the business, negotiate non-competition agreements, and assist in terminating employees with tact and professionalism through mutually beneficial severance agreements.

Compensation Planning:
For large private and non-profit entities, we consult with business management and senior executives in devising creative compensation plans that motivate personnel and minimize the federal and state income tax effects on payment and receipt of different forms of compensation. We also advise owners of privately-held businesses on the structure and
design of compensation packages for themselves and their employees targeted toward protecting the owner’s investment while encouraging the employees’ commitment to the business.

Intellectual Property:
Our attorneys negotiate teaming agreements and contracts that create effective partnering arrangements while protecting the intellectual property of the business.

Taxpayer Representation:
The firm provides experienced representation to both individual and business taxpayers before the Internal Revenue Service and in the U.S. Tax Court. We advise non-filing clients and clients with tax returns under audit of their potential exposure to civil and criminal penalties.