A corporation, partnership, or LLC is a legal entity with rights, responsibilities, and liabilities similar to that of a person.  Because of that, it takes on a life of its own.  We guide clients through the major events in the life of a business entity, from creation and organization to mergers and acquisitions to separations, dissolutions, and sales.

 

Formation and organization

 

For a client launching a new business, our services help the client lay the foundation to achieve the business goals they have identified.  We aid in selecting a type of business entity, forming the entity at the state level, and obtaining a federal taxpayer identification number.  After establishing the structure of the entity, we consult with the client on the business’s internal governance and draft a shareholders’ or operating agreement.

 

Different businesses have different needs and requirements that they must consider in their operations.  We work with clients to explore and consider financing options and advise clients on the business permits they may need to obtain and the state and local taxes they will have to pay.

 

Mergers and acquisitions

 

For many businesses, there comes a time when joining forces with another business by way of a merger or an acquisition makes the most sense for the future.  Our experience representing companies on one side or the other of these transactions helps this major change in the lives of our clients’ businesses go smoothly.  We negotiate the terms of a client’s acquisition of or merger with another business or of the acquisition of a client’s business and draft or review the confidentiality agreement, letter of intent, and asset or stock purchase agreement.  Once the terms of the deal are written, we work with the client to complete due diligence and handle other issues that arise, seeing the deal through to closing.

 

Transfers of ownership and dissolutions

 

Whether they are contentious or not, transfers of ownership of a business are inevitable.  When a principal in a business is departing, we represent either the departing principal or the business to navigate the details of the winding-up of that principal’s interest and function in the business, negotiate any non-competition or non-solicitation agreements that will be in place, and minimize the risk of future litigation.

 

If a business has reached the point at which dissolution is imminent, we work with the business to take the steps necessary to legally close the business and minimize the risk to the principals' personal assets. 

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