Business and Commercial Law

The Firm represents individuals and entities ranging from charitable organizations to small and mid-sized for-profit businesses. We provide experienced, cost-effective advice on business formation, business restructuring, shareholder and partnership agreements, joint venture agreements, general business transactions, and related tax considerations. Businesses will be confidently guided through mergers and acquisitions, corporate governance and compliance issues, transfers of assets, financing transactions, commercial contracts, and business succession planning.

Aspects of our Business and Commercial Law Practice include:

Small to mid-size for-profit businesses:

  • Entity formation
  • Operating agreements
  • Close corporation agreements
  • Partnership agreements
  • Joint venture agreements
  • Contract review and drafting
  • Employment and consulting agreements
  • Pension, employee benefits and tax issues
  • Family succession planning
  • Intellectual property rights
  • Asset and stock sales
  • Corporate governance
  • Mergers and acquisitions
  • Dissolutions
  • Commercial financing
  • Franchise agreements
  • Start-ups

Tax Exempt Organizations

  • Entity/trust formation
  • Public charity vs. private foundation
  • Private inurement rules
  • Unrelated business income tax rules
  • Executive compensation
  • Tax exempt status rules
  • Board of director guidance
  • Restrictions and sanctions

Commercial Finance

  • Loan agreements
  • Promissory notes
  • Letters of credit
  • Pledge agreements
  • Account control agreements
  • Financing statements
  • Security agreements
  • Intercreditor agreements
  • Subordination agreements
  • Environmental indemnity agreements
  • Lease agreements/assignment of rents
Real Estate Law

Our Real Estate Law practice involves counseling clients on land use and zoning issues, handling commercial and residential real estate transactions, including preparation and negotiation of purchase and sale agreements, lease agreements, financing arrangements, and development agreements, and advising clients on mineral rights issues.

Aspects of our Real Estate Law Practice include:

  • Zoning changes, zoning compliance, land use and planning
  • Planning Commission, Zoning Board and Board of Zoning Appeals appearances
  • Administrative appeals
  • Conditional use permits, variances, rezoning, building permits
  • Lease preparation, negotiation and appeal
  • Commercial finance/mortgages
  • Construction contracts and mechanics’ liens
  • Real estate acquisition and divestiture
  • Eminent domain
  • Easements
  • Oil and gas leases
  • IRC Section 1031 Like-Kind Exchanges
Employee Benefits and Executive Compensation Law

For those clients seeking counsel on employee benefits and executive compensation issues, the Firm primarily handles matters related to executive compensation and nonqualified plans, golden handcuff arrangements, and compliance and fiduciary responsibility relative to qualified pension plans.

Aspects of our Employee Benefits & Executive Compensation Practice include:

  • Guidance with Employee stock ownership plans (ESOPs), 401(k) plans, 403(b) plans, and 457 plans
  • Compliance with IRS 409A
  • Fiduciary responsibility and IRS Audits
  • Multiemployer pension plans in acquisitions and divestitures
  • ERISA prohibited transactions
  • Executive compensation, benefits and incentives
  • Employment and consulting agreements
  • Severance agreements
  • Change in control issues
  • Golden handcuff agreements
  • Stock option plans, stock appreciation rights (SARs), and phantom stock plans
Estate and Business Succession Planning

We offer estate and business succession planning related to the drafting of wills, trusts, living wills and durable powers of attorney. We guide family businesses through the transition of second and third generation succession planning to help them preserve their assets, minimize their tax liabilities and create a workable retirement plan.

Aspects of our Estate and Business Succession Planning Practice include:

  • Last Wills and Testaments
  • Trusts
  • Durable Powers of Attorney
  • Management succession
  • Ownership succession
  • Redemption agreements
  • Cross-purchase agreements
  • Transfer restrictions
  • ESOPS
  • Golden handcuff arrangements
  • Voting control and recapitalization issues
  • Sale of business
  • Retirement planning
  • Tax issues
Services

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Sound Advice. Smarter Decisions.