We understand the special needs of the new and growing company and cater to those needs, which can be far different than those of large companies in mature industries. We take pride in responsiveness, one-to-one client contact, seamless integration between practice specialties, and true efficiency in the delivery of the legal product.
These qualities, combined with a depth of knowledge and experience decades in the making, make Flaster/Greenberg uniquely able to represent your emerging business.
First Things First: Structuring Your Business
What kind of legal entity should I use? This is the first question of many entrepreneurs, and for good reason: the choice of structure can have far-reaching tax and legal implications, and reflexively choosing the "standard" approach can be costly. Our attorneys are highly-skilled in recognizing and explaining the advantages and disadvantages of different corporate entities, including limited liability companies, general and limited partnerships, S corporations, C corporations, limited liability partnerships, and even non-entity ownership. In many instances we have taken the lead in crafting a basic legal structure to the unique circumstances of a particular business. Our goal: minimize current and future costs, maximize efficiency, and position the company for growth.
Back to Top
Financing Your Growth
Every growing business needs access to financing. Our attorneys have a deep understanding of traditional and non-traditional financing sources, including:
- Internal Financing. Often neglected are the subtleties of financing obtained from the owners of the business themselves. Our attorneys understand how to structure such financing as equity, loans, or hybrid interests, and how the contributions of the owners should be reflected in their internal arrangements.
- Venture Capital Financing. We have substantial experience representing the interests of emerging companies and their owners in obtaining venture capital investment. We understand that such arrangements cannot be approached on a "cookie cutter" basis, but rather have very real and long-term consequences, good and bad.
- Sweat Equity Financing. For most emerging companies, the labor of the owner(s) constitutes the first and most valuable financing source. We understand not only the value of this financing, but how it should be rewarded.
- Acquisition Financing. By using the right acquisition techniques, a small company can effectively obtain financing without impacting cash flow. In particular, tax-favored structures using partnerships, limited liability companies, and corporations and aid the emerging company in capital formation. (Can you clarify this sentence? It doesn't read right - should "and" be "can" in the second sentence?)
- Employee Financing. Creating stock option plans for key employees can be viewed in two ways. From one perspective, such plans provide an upside benefit for employees and tremendous performance incentive. From another, they provide financing for the growing company, substituting equity for cash flow.
- Strategic Partner Financing. Strategic business partners can help to finance one another through smartly crafted business arrangements.
Back to Top
The Arrangements Among Partners
Many emerging companies have more than one owner. Before anything else, the founding partners themselves need to reach agreement on a variety of internal issues such as ownership percentages, voting control, compensation, areas of management responsibility, time commitment, and buy-sell matters. Historically representing literally thousands of business partnerships, we have a broad and deep understanding of the issues arising between entrepreneurs, and of the creative structures in which businesses can be owned and operated. At Flaster/Greenberg, we represent not just companies, but people.
Back to Top
Saving Taxes
Tax planning and advice is a core aspect of everything we do. We are taking tax considerations into account from the moment we begin representing the emerging growth company and its owners, and we continue thinking tax-wise even after the business is sold. Tax planning plays a key role in:
- selecting the right business entity for the company;
- structuring the company's capital makeup;
- putting compensation arrangements into effect;
- obtaining financing;
- allocating the income and losses of the business;
- disposing of the business.
Last and not least, we integrate personal estate planning for the owners into our representation of the business, ensuring that the wealth generated by the business stays where it belongs.
Back to Top
Protecting Your Intellectual Property
Often an emerging company begins with an idea, an invention, a name or a core product or service. A key job for the company's attorney is to protect that asset from all competitors and to try to secure exclusivity in the marketplace. In some circumstances, protection can be obtained through something as simple and cost-effective as a well-placed confidentiality agreement and good trade secret practices. In other circumstances, protection requires seeking a registered copyright or trademark, a patent or reviewing existing intellectual property of others to provide product clearance. At Flaster/Greenberg, attorneys in our Intellectual Property (IP) Practice work to help secure intellectual property protection for our clients' products and services as well to provide counseling in a variety of intellectual property matters.
Back to Top
Attracting and Retaining Key Employees
Like other aspects of its business, the emerging company can face special challenges and opportunities in attracting and retaining qualified employees. We have substantial experience in meeting these challenges and opportunities. On the plus side, we can help to create tailored compensation plans, including stock option plans and equity-flavored phantom stock plans. 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. On the minus side, our litigation attorneys are experienced in defending our clients from the claims of current and former employees, whether such claims are based on wrongful termination, harassment, or otherwise.
Back to Top
Acquiring Real Estate
At one time or another, most businesses live in the bricks-and-mortar world, and this means acquiring real estate by lease or purchase. Through our active real estate practice, we can assist the emerging company in all aspects of real estate acquisition, occupancy, and ownership, including: leasing, financing, syndication, workouts, zoning and land use, and the minimization of real estate taxes. Our ever-present tax sensitivity will also ensure that when real estate is sold consideration is given to tax-minimizing techniques, such as "like kind" exchanges.
Back to Top
Selling or Buying a Business
Your business may seek to grow through the acquisition of other companies with complimentary or synergistic technology, management capabilities, product lines, geographic coverage, or distribution channels. If so, we can help to ensure that you get what you bargained for, and that the acquisition is structured 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. Through our experience and understanding of the business environment, we have found that we can have a substantial and positive influence on price negotiations, as well as protect you legally.
Back to Top
Dispute Prevention and Resolution
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 rights of emerging companies in areas from intellectual property to the enforcement of restrictive covenants. But for many emerging companies, protracted litigation is highly undesirable, draining the money and management resources so badly needed for business growth and development. 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.
Back to Top
Seamless Integration
Too often, attorneys and law firms are constricted by the concept of "practice areas" based on the standard law school curriculum. Such heavy compartmentalization may work for the Fortune 500, but hardly for the emerging company faced with a limited budget and a marketplace changing day to day. At Flaster/Greenberg, our emerging company attorneys have knowledge and experience spanning multiple areas. Their expertise is representing the emerging company in the full range of services it requires.
Back to Top
Technology that Works for You
Technology should never be viewed as an end in itself. At Flaster/Greenberg, we use technology as an enabling tool, enabling us to communicate with clients, with one another, and to provide a legal product as efficiently as possible. For some clients and some transactions, an efficient use of technology should mean nothing more than telephones and fax machines. For others, it means real-time messaging, e-mail, and group collaboration via Web-based extranet technology. We strive to stay aware of all relevant technological developments-not to have the latest gizmo, but to be on the lookout for value-added tools that benefit clients.
Back to Top