Business law and the business client are the heart of our practice at Flaster/Greenberg. Among the clients we represent are entrepreneurial start-up enterprises, growing technology companies, long-established family-owned businesses, companies involved in industry-wide consolidations, professional corporations, and large privately-held as well as publicly-traded companies. Our business attorneys provide a full range of technical legal services to these clients. In addition, we are frequently asked to play the role of an experienced business counselor on issues ranging from organization and structure to negotiating mergers and acquisitions.
Choosing The Right Form of Business
Always sensitive to tax matters, our attorneys have a deep understanding of the choices available to business clients when choosing a form of legal entity. We were among the first to recognize the significant benefits associated with the limited liability company entity following enactment of the first LLC statutes, and continue to be among the leaders in developing innovative structures, whether for the stand-alone business or complex multi-party joint ventures. At the same time, we understand the advantages and disadvantages of corporations, as well as limited partnerships, limited liability partnerships, and other vehicles. We endeavor to choose an entity that will benefit our client today and offer maximum flexibility in the future.
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Structuring the Arrangement Among Owners
Among the corporate services we provide, structuring and documenting the arrangement among the owners of a business is often the cornerstone of all that follows. Unfortunately, disagreements among owners are all too common and frequently lead to costly litigation, the destruction of longstanding personal relationships, and ultimately the death of the business itself. Too frequently these disagreements arise not through the fault of the owners, but because their financial and legal relationship was not given careful attention at the outset. Our corporate attorneys have structured thousands of such relationships and consequently have a keen understanding of the issues likely to cause friction. By dealing sensibly and fairly with these issues when the business is formed, we can help to remove a common stumbling block to business success.
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Corporate Control
The laws applicable to corporations, partnerships, and limited liability companies offer a nearly limitless range of possibilities for the governance of a business. A simple majority or a super-majority may govern a business; special interests (for example, business founders) may be given special control rights; and different parties may be given control over different aspects of the business. Knowledge of these laws and possibilities is often fundamental to the successful structuring of a business enterprise. When disputes arise, the same knowledge is essential to resolving problems and, if necessary, protecting the interests of our clients in court.
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Liability of Officers and Directors
A key asset of many growing companies is the experience and insight of outside advisors. Yet this asset can be jeopardized by the potential for lawsuits brought by disgruntled shareholders or others. At Flaster/Greenberg we have a deep understanding of the corporate, partnership, and limited liability company laws governing such lawsuits. We know how to create a business structure that offers appropriate levels of protection to the management of the business while not undermining fundamental notions of fairness to the shareholders. In this area as in all others, we seek to create a structure tailored to the needs of the business. We also advise officers and directors on:shareholder rights and agreements; and the requirements of Sarbanes Oxley (SOX), and represent such parties in connection with SEC, Justice Department and state investigations and enforcement actions.
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Shareholder Disputes
When conflicts arise among the owners of a business, our experience in business law often enables us to resolve the conflict without litigation. If litigation becomes necessary, the same experience in business law is a valuable resource in ensuring that the interests of our clients receive maximum protection. Our litigation attorneys have successfully prosecuted and defended a wide range of shareholder-level disputes, including disputes over management control and buy-out arrangements, disputes arising under shareholder agreements, and disputes over capitalization. Experience teaches us that careful business planning and documentation in advance can often prevent costly litigation.
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Contracts
Through the firm's long history of providing services to business clients, our attorneys have drafted thousands of contracts in hundreds of industries, covering an enormous range of business relationships. Examples include:
- Partnership, Shareholder, and Operating Agreements
- Complex Merger and Acquisition Agreements
- Technology and IP Licensing and Cooperation Agreements
- Research and Development Agreements
- Asset Purchase and Stock Purchase Agreements
- Brokerage Contracts
- Employment Agreements and Employee Benefit Plans
- Management Agreements
- Distributorship Agreements
- Non-Disclosure Agreements
- Corporate Capitalization and Control Agreements
- Phantom Stock Plans
We do not subscribe to the "one size fits all" mentality that results in lengthy contracts that are far more complex than the situation demands. We believe in contracts that are appropriate for the situation and, most important, contracts that protect and advance the interests of our clients.
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Mergers and Acquisitions
Whether our client is the buyer, the seller, a lender, a security-holder, an employee group, or another interested party, we apply our extensive experience and knowledge in a variety of merger and acquisition transactions, including cash purchases, earn-outs, spinoffs and splitups, and a range of tax-favored reorganizations. Frequently we are asked to consult not only with respect to the technical legal aspects of a merger and acquisition transaction but also with respect to valuation and other business issues. Our extensive expertise in Federal and State taxation can be especially important in this highly complex area, where a seemingly nominal change in the structure of a transaction can have surprising and far-reaching tax consequences.
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Securities and Corporate Finance
We represent clients in a full range of financing options. In addition to individual and institutional lending and the acquisition of owner and employee-based financing (for example, through the use of tax-favored ESOPs), we have represented clients in a variety of transactions involving the private placement of debt and equity securities. Finally, affiliations with other firms allow us to offer one stop shopping to clients for access to the public securities markets.
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Integration of Tax and Business Services
The Federal and State tax codes have a pervasive affect on businesses and business transactions. With a tax expertise that is unsurpassed by even the largest firms, our attorneys at Flaster/Greenberg constantly seek to minimize taxes through careful advance planning. Though careful not to let the tail of tax consequences wag the dog of business motivation, we are frequently able to legitimately rearrange transactions contemplated by our clients to significantly lower the tax cost. Perhaps the greatest compliment is that our tax expertise is integrated so seamlessly into our general corporate services that clients are sometimes unaware that tax considerations have played a role in our decision-making.
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