"General Counsel" Services - Closely Held Businesses

We utilize our business experience and knowledge in key areas of law to provide customized "General Counsel Services" for closely-held and family owned businesses and structure and implement cost effective and creative solutions for legal issues which affect your business.

Selecting the Correct Form of Entity

We have a thorough understanding of the choices available and the tax and liability implications when forming a new legal entity or restructuring an existing entity, whether it be a limited liability company, S-corporation, C-corporation or other entity. We help you choose, form and document the entity that will best satisfy your needs today, offer maximum flexibility in the future, minimize costs, and help position your business for growth. Choosing a Business Entity.

Structuring for Multiple Business Owners

When a business has more than one owner, the founding partners should document their agreement on a variety of issues, such as ownership percentage, capital contributions, compensation, voting control, time commitment, governance and transferability of equity interests. We proactively assist you in structuring your business to avoid disputes and costly litigation in the future. We have substantial experience in structuring simple as well as complex business arrangements and provide you with time-tested structures and innovative solutions to address your business' special needs.

Foreign Companies - United States Subsidiary

We work with entities based in Europe, Canada, Latin America and Asia to establish, structure and implement a United States presence through a U.S. subsidiary or joint venture, which minimizes taxes, limits liability and protects the interests of our clients. After the entity is established, we provide a full array of "general counsel" services, including reviewing and preparing corporate minutes, structuring and drafting contracts, employment agreements, severance agreements and employment manuals, negotiating and reviewing office and equipment lease arrangements and where necessary dispute resolution and litigation.

Succession Planning

Proper succession planning is extremely important from both an economic and an estate planning standpoint. We specialize in addressing the unique challenges in transferring ownership and management of businesses from one generation to the next. We are skilled in recognizing and dealing with the personal dynamics and the many issues involved in these important transitions.

Contracts and Agreements

We provide incisive and cost effective legal services in the review, structure, negotiation and drafting of all types of business contracts including the following:

  • Shareholder, Partnership, and Operating Agreements;
  • Buy Sell Arrangements;
  • Distributorship and Supply Contracts;
  • Office and Equipment Leases;
  • Employment and Restrictive Covenant Agreements;
  • Severance Agreements;
  • Non-compete Agreements;
  • Management Agreements;
  • Brokerage and Sales Agreements; and
  • Technology and Intellectual Property Licensing Agreements.

Employee Relations / Employment Agreements / Severance Agreements

We are well versed in labor issues that affect your business and will guide you through the process of hiring or terminating an employee and avoiding litigation. We tailor employment agreements, severance agreements, employee manuals, restrictive covenants, covenants-not-to-compete and confidentiality and invention agreements to help you retain employees and protect your business interests. We also work as a team with your accountant to develop the needed bonus plans, profit sharing plans, stock option plans and deferred compensation plans to benefit your employees and help your business grow.

Estate Planning for Owners

Estate planning for the owners of the closely-held business is an inseparable part of representing the closely-held business. We work with you and your accountant and other professionals to design a business structure and a practical estate plan to minimize your estate tax burden and provide greater wealth for you and your family. Asset Protection Basics

Dispute Prevention / Resolution

We seek to avoid the need for litigation in two ways: anticipating issues to avoid disputes; and crafting unique and creative approaches that allow parties to resolve disputes once they surface. In the right circumstances, however, court litigation can be an effective and even indispensable business tool.

Tax Saving Strategies

Tax planning and advice is important in all stages of a business' existence. We work as a team with your accountant to take tax considerations into account and to develop tax saving strategies. Tax planning plays a key role in:

  • selecting the right business entity for the company;
  • capitalization of the business;
  • implementing compensation arrangements;
  • obtaining financing; and
  • disposing of the business.

Practice Areas