business planning

“We all work together with a wiggle and a giggle,
We all work together with a giggle and a grin.”

All Work Together, Woody Guthrie

how we can help

Starting a business

  • Do you have a great idea for a new business? We can help you make decisions about the legal form of your business, including tax implications.  With the recent tax law, this is more important than ever to minimize taxes.
  • If you are buying a business, we can advise you on proper due diligence. We draft and review asset purchase, stock purchase, and LLC membership purchase agreements.
  • We work with potential owners to structure agreements among themselves, including buy-sell agreements.
  • We can help you with the labyrinth of local, state, and federal licensing requirements and regulations.
  • We give you a blueprint for maintaining your legal status.

Business operations

  • You think it’s time to move your small business  beyond DIY contracts downloaded from the web.  We draft and review contracts, including independent contractor agreements, teaming agreements, licensing agreements, and leases.
  • We can help you with employment, non-competition, and non-solicitation agreements.
  • Do you want to offer your employees an opportunity to participate in your business? We can advise you equity participation, profits interests and other creative solutions.
  • Does your business have intellectual property interests that need to be protected?
  • You are considering partnering with another business or a starting a joint venture and want to protect yourself and your business.

Tax Planning

  • You’re not sure whether the new tax laws affect your business or whether restructuring will allow you to take full advantage of them.
  • You want to buy out one of your partners and are unsure of the tax consequences.
  • You are considering a joint venture with another business but are concerned about being taken advantage of and any liability you may be exposing yourself to.
  • We advise partnerships and corporations on the tax implications of restructuring, redemptions, cross purchases, asset sales.
  • We can help keep your business compliant under the complicated rules and regulations governed by Sub-chapter K of the Internal Revenue Code.
  • We can analyze your business and your plans for the future to notify you of tax issues that you may not know exist.

Leaving a business

  • Are you ready to sell your business? We can help you prepare for the buyer’s due diligence review.
  • We can draft the sale documents, including asset and stock sale agreements.
  • If you want to pass on your business to your children or employees, we can help with business succession planning, including setting up the business structure during one’s lifetime and preparing for the disposition of the business at death.
  • We advise you on structuring your deal to ensure predictability in the result.

representative matters

  • We advised our client on how to structure the redemption of membership interests for the best tax result under partnership rules.
  • We represented the founder of a retail business facing pressure from the other shareholders to leave.
  • We assisted our clients in restructuring their business for transition of founder’s retirement, including multiple partnership tax issues which otherwise would have created unknown liability to business and the remaining partners.
  • We assisted our client in setting up a structure to award employees with equity and non-equity interests.
  • We advised our client in the termination of its employee, including the negotiation of an exit package to extricate the employee from any remaining ownership interest in the client’s firm.
  • We represented an executive in negotiation of exit package from large firm and advised on compliance with non-compete agreement.

how we charge

We are keenly aware that many cost-conscious business owners consider legal advice to be a luxury that they cannot afford. We make it a point to focus our time and energy on the issues that will affect our client and take pride in the value that we offer to our clients.  Our focus is in completing the task to achieve the best possible result for our client.  We don’t pretend that doing so is inexpensive, but we take great pride in the value that our clients achieve from our knowledge, expertise and often creative solutions.

our clients include

  • Management consulting firms
  • Computer technology firms
  • Software engineering companies
  • Professional practices, including medical, dental, legal, accounting, and architecture firms
  • Retail stores
  • Restaurants
  • Financial advisors
  • Contractors and home improvement remodelers
  • Real estate investment companies
  • Real estate brokers
  • Staffing companies
  • Artists and writers
  • §501(c)(6) business organizations
  • Interior designers
  • Importers
  • Film producers
  • Small manufacturers