The Starting Line

Business Law

Whether you are starting a new business, starting a new venture within your existing business, or welcoming new partners, we provide solid business and tax advice. Our areas of expertise include business formation and structure, ownership conflict, mergers and acquisitions, capital funding, debt financing, real estate acquisition, and general contractual drafting and negotiation. We also provide tax planning to minimize tax exposure.

Choosing an Entity Structure

When forming a business, a multitude of important legal and tax issues must be addressed. You must determine what business entity structure best suits your needs (sole proprietorship, general partnership, limited liability company, corporation, etc.). In making this determination, it is crucial that you have a clear understanding of the potential risks and the liability issues associated with your business.

Entity Agreements

Communication is a basic foundation of every successful business. A well-drafted, enforceable entity agreement (partnership agreement, operating agreement, shareholders’ agreement, etc.) promotes a clear understanding between the owners and sets forth a roadmap for resolving internal conflict. An entity agreement that defines owner responsibilities and clearly delineates authority should provide further operational efficiencies for your business.

Tax Considerations

When forming a business entity you must determine which entity type provides you the most advantageous structure for federal, state and local taxes. For an already existing business, it may be advantageous for tax purposes to change the business entity’s classification. Certain entity types may also be specifically excluded from or qualify for exemptions from certain taxes depending on the entity’s ownership structure, business activities or asset holdings. In choosing an entity structure for your business, we will advise you on the various tax advantages and disadvantages associated with each entity type.

Business Registration, Permit & Licensure Requirements

Failure to obtain various federal, state, county and city permits, licenses and registrations sometimes can cause unnecessary penalties, taxes and interest. In today’s highly regulated business environment, get the legal advice you need on the regulations that affect your business and what you need to do to be in full legal compliance.

Purchase & Buy-In Agreements

Whether you are acquiring or selling a business, a well-drafted purchase agreement will help protect all parties involved by clearly identifying the rights and responsibilities between you and the other parties to the transaction. A carefully drafted purchase agreement that takes into account the informed wishes of the parties with respect to unforeseen events and provides an essential basis for a successful purchase or sale of a business.

Owners and their associates have divergent interests with respect to the valuation of a business and the future benefits to be received from a business for purposes of an associate buy-in. We address these challenges and work to structure and negotiate an associate buy-in agreement that aligns as much as possible the collective interests and objectives of all. It is important to address any potential concerns to avoid future conflict. Ease into the transition of an associate buy-in with industry-specific documentation that accounts for details such as tax responsibility and ownership rights.

Employee & Independent Contractor Agreements

Well-drafted employee handbook and policy manuals that are specific to your business help protect you by setting forth clear guidelines for your employees and legal obligations of the employer. Employment contracts should be entered into to protect you and your company’s assets and interests and to ensure that your goals and objectives are being achieved.

It is likewise important that employers enter into well drafted consulting/independent contractor agreements and regularly review their contractual arrangements with independent contractors to identify potential misclassification issues.

Non-competition, Non-Disclosure and Confidentiality agreements attempt to restrict employees and independent contractors from engaging in several types of activities, such as performing the same job responsibilities for a competitor; launching a new business that competes with the employee’s current employer; luring clients away from the employee’s current employer and disclosing proprietary or trade secrets. It is important that your employees and contractors enter into Non-competition, Non-Disclosure and Confidentiality agreements if the person you’re hiring is going to be trusted with proprietary information or may be in position to take customers or clients.

The Finish Line

We understand your sense of urgency when it comes to starting your business, potential risks, complying with the law and growing your business. We call back, email back and set and meet expectations so we can get you successfully across the finish line as quickly and efficiently as possible.