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 publicly traded companies. Our 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.
Seamless Integration
Too often, attorneys and law firms are constricted by the concept of sub-specialized practice areas. Such heavy compartmentalization may be necessary for the needs of a Fortune 500 company, where management and shareholder interests can be quite different. However, it does not work well for the closely held business, where the shareholder and entity interests are usually closely aligned and can be far better served by an attorney with knowledge and experience spanning multiple areas of law. With broad experience and capabilities in aspects of the law that affect businesses of all kinds, we are frequently able to provide cost-effective, integrated service on the matters which confront the closely-held business and achieve solutions to real business problems, which is why the client sought legal advice in the first place.
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Choosing an Entity
The choice of the structure for a closely held business can have far-reaching tax and legal implications. Our attorneys are highly-skilled in recognizing and explaining the advantages and disadvantages of different business entities, including limited liability companies, general and limited partnerships, S corporations, C corporations, limited liability partnerships, and even non-entity ownership. By diligently investigating the needs and goals of our clients, we can provide the guidance necessary to ensure that your entity is custom-made for your individual situation.
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Structuring the Arrangement Among the Business Owners
Where a business is owned by more than one person, it is imperative that the partners reach agreement on fundamental issues such as ownership percentages, contributions, compensation, areas of management responsibility, decision-making control, time commitment, buy-in tax structure, and buy-sell matters - and understand the implications of their decisions. Our attorneys have structured thousands of closely held business arrangements from the simplest to the most complex. We have a broad and deep understanding of the issues involved and can suggest time-tested structures as well as innovative solutions to special situations.
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Tax-Saving Strategies
Tax planning and advice is fundamental to Flaster/Greenberg representation. Our attorneys keep tax considerations in mind every step of the way-from the moment we meet the owners until after the business is sold. Tax planning plays a key role in selecting the right business entity for the company; in documenting the company's ownership and capital contributions; in compensating employees and owners; in allocating the income and losses of the business; and in the proper method of disposing of the business. Our goal is always to help the business retain more of its income, improving the likelihood of business success.
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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, disputes arising under shareholder agreements, and disputes over capitalization. Due diligence and vast experience teaches us that careful business planning and documentation in advance can often prevent costly litigation.
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Estate Planning for the Owners
Our integrated approach to the representation of a closely-held business means providing a full range of estate planning services to the business owners, with close attention to the enormous impact of taxes. Federal estate, gift, and generation-skipping taxes and state inheritance taxes can exceed 50% - that is, death taxes can take more than half of the taxable estate of the business owner and make it difficult or impossible to pass the business to future generations intact. Our attorneys are prepared to deploy an arsenal of techniques (such as ILITS, QPRTS, GRATS, Family Limited Partnerships, and Limited Liability Companies) to minimize or even eliminate these taxes, leaving greater wealth for the owner and his or her family.
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Acquiring Real Estate
We assist the closely-held business with all aspects of real estate acquisition, occupancy, and ownership, including leasing, financing, zoning and land use; and minimizing tax liability, and the exposure to personal liabilities. Our tax sensitivity will also ensure that when real estate is sold, consideration is given to tax-saving techniques, such as "like kind" exchanges, installment sales, private annuities and open transactions.
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Corporate Law Compliance
State law requires every business entity to file an annual report and to maintain a "registered office" and "registered agent" where the entity can be officially served with court papers. At Flaster/Greenberg, we typically handle both tasks for our clients. We view these corporate compliance matters as a small, but important aspect of our integrated representation of the closely held business.
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Bringing in a New Owner
For a closely- held business, bringing a new owner into the fold is more complicated than simply selling shares of stock or partnership interests. We are familiar with the excitement and trepidation that often accompany these transactions on both the business and individual level, and the issues that must be addressed to make the transition as smooth as possible. These transactions often involve multiple issues, including financing, tax, corporate, commercial, and personal issues. Our attorneys are trained to handle these issues as parts of an integrated package.
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Attracting and Retaining Employees
Our attorneys have substantial experience in the challenges of attracting and retaining employees. We can help to create tailored compensation plans that please owners, key employees and rank-and-file employees alike, including complex employment agreements, pension and profit sharing plans, traditional 401(k) plans, stock option plans, phantom stock, stock appreciation rights plans, and other deferred compensation plans that comply with the complicated new tax regulations. In addition, we can advise the company and its owners concerning appropriate restrictive covenants for employees, and ensure that those covenants are enforced if violated to the maximum extent permitted by law. Our attorneys are also well-versed in the specialized considerations faced by any employer in today's labor market and can guide you through the myriad federal, state and local laws affecting the employer-employee relationship.
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Succession Planning for Family Owned Businesses
Many closely held businesses are owned by families, and these businesses face unique challenges in transferring ownership and management of the business from one generation to the next. These transitions are among the most sensitive and challenging for the legal advisor. In addition to complex tax and legal issues, such transitions can be complicated by changes in family relationships and personal dynamics, which can jeopardize not only the business planning process, but also the unity and harmony of the family itself. Our attorneys are skilled in recognizing and dealing with the many issues involved in these important transitions.
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Contracts
Several decades representing closely held businesses gives us a wealth of experience in the review and drafting of all types of business contracts. Leveraging experience through long-time client relationships with family-owned businesses and representation of startups and clients in various emerging industries give our attorneys a unique understanding of challenges and opportunities when drafting and negotiating business contracts. Our services include:
- Shareholder, Partnership, and Operating Agreements
- Buy Sell Arrangements
- Distributorship and Supply Contracts
- Franchise Agreements
- Leases
- Employment and Restrictive Covenant Agreements
- Noncompete agreements
- Intellectual Property Protection
- Management Agreements
- Brokerage Contracts
- Sales Representative Agreements
- Services Agreements
- Technology and Intellectual Property Licensing and Cooperation Agreements
We use our experience to educate our clients about the legal implications of particular agreements and can provide tremendous efficiency in preparing new contracts or reviewing contracts prepared by others. Our goal is to craft contracts that advance the interests of our clients in particular situations and service their needs in concluding a sound deal in a timely fashion or in striking a prudent path toward a new business relationship.
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Securing and Protecting Company Intellectual Property
In today's business world, many times the key assets in a new or emerging company or other private business may be found in the company's technology and intellectual property. The attorneys at Flaster/Greenberg provide experienced guidance in evaluating and identifying important intellectual property at the early stages of company formation, and as a company grows or goes through various corporate transactions in order to maximize value. We also help companies evaluate the technology and intellectual property of industry competitors for protecting important products and services.
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Buying or Selling a Business
Your business may seek to grow through the acquisition of other companies with complimentary product lines, management capabilities, geographic coverage, or distribution channels. If so, our attorneys can help to ensure that you get what you bargained for, and structure the acquisition to provide the maximum benefits for the parties, whether as an installment sale, tax-free reorganization, or otherwise. On the other hand, there may come a time when a larger company can offer better growth opportunities for your business, or when you are seeking a change for reasons of personal lifestyle. In these instances we will help to maximize the return for the business you have spent so much time building. We have extensive experience in handling both purchase and sale transactions and, through our experience and understanding of the business environment, we can have a substantial and positive impact on the negotiation of price and business terms as well as providing the legal protection of proper contract documentation.
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Dispute Resolution and Prevention
In the right circumstances, court litigation can be an effective and even indispensable business tool. Our team of litigators has tremendous experience in protecting the interests of closely held businesses and their owners in a wide variety of situations that can threaten the well being of the company. But we also recognize that protracted litigation can be undesirable, draining monetary reserves and diverting owner attention from the business. Our integrated approach to the practice of law often avoids the need for litigation in two ways: thinking ahead to avoid disputes in the first place; and crafting unique and creative approaches that allow both parties to walk away winners.
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