Services Offered:
Business Organization
Counseling on form of business (corporation, partnership, limited partnership,
limited liability company, subchapter S corporation, joint venture, proprietorship)
and tax ramifications; drafting organizational documents; corporate, tax and other
federal, state and local filings and compliance measures; business qualification
in other states; business name, copyright, trade secret protection.
Officers, Directors and Employees
Advice on duties and exposure of corporate officers, directors and employees;
employment contracts; compensation arrangements; employee benefit plans; stock
compensation plans.
Stockholder Matters
Shareholder meetings and disputes; stock issuance and transfer; shareholder and
stock redemption agreements.
Corporate Finance and Securities Law
Compliance for private and public equity and debt offerings; negotiations with
underwriters; registration statements; private placement memoranda; compliance
with periodic reporting and proxy solicitation requirements of the SEC; public
disclosure and insider trading matters.
Acquisitions
Acquisition and sale of business entities; tax-free organizations; leveraged
buyouts; management buyouts; financing of acquisition and sales; workout of troubled
acquisitions.
Banking Transactions
Secured and unsecured borrowings from financial institutions and private debt
sources; documentation of all lending transactions; consumer credit transactions
and documentation; extensions of credit to customers by businesses.
Tax
All federal, state and local tax ramifications of engaging in business, including
formation of business, ongoing operations, and sale or other disposition.
Limited Partnerships/Limited Liability Companies
Formation; real estate and other syndications; federal income tax matters; securities
law compliance.
Business Reorganizations
Mergers and acquisitions; asset and profit line purchases; tender offers; going
private transactions; liquidations.
Debtor-Creditor
Negotiating and drafting bank and insurance company loan agreements and related
documents; debt restructuring; bankruptcy matters.
Family Businesses
Preparation of corporate or partnership documents for estate/business planning;
federal income tax issues; estate planning and estate tax counseling; arrangements
for transfer of interests in closely held businesses and related control issues.