Our firm and its team of business lawyers and corporate attorneys regularly represent companies and entrepreneurs with a broad range of business and corporate-related legal services. Our legal team advises our clients on issues involving corporate law, business law, start-up assistance relating to the choice and formation of a business entity, protection of a trademark or license agreement, contract drafting and can assist with buying or selling a business or business assets. We are ready to be your business lawyer or corporate law attorney.
Business and Corporate Startup Services
Starting a business requires thorough planning. Our business attorneys assist business owners in the formation of legally sound business entities and help entrepreneurs devise business strategies that help them achieve their goals. Our law firm advises on the business startup and formation process including issues related to the selection of entity type and jurisdiction.
Business Entity Choices
- Non-Profit Corporation
- State filing
- Federal filing for tax purposes
- Limited Liability Company (LLC)
- Professional Limited Liability Company (PLLC)
- Limited Partnerships (LP)
- Limited Liability Partnerships (LLP)
Business Entity Formation
- Filing of forms with the Secretary of States Office
- Custom drafting of Operating Agreements
- Custom drafting of Shareholder Agreements
- Custom drafting of Partnership Agreements
- Initial Action and/or Voting by Members and/or Shareholders
- Contribution Agreements
- Employer Identification Number (EIN) filing with the Internal Revenue Service
Other Business-related legal services
- Registered Agent Services
- Filing of Annual Report Forms
- Fictitious name change filings
- Registration of Foreign Businesses
- Business License Applications
- Federal Trademark Applications
- Federal Copyright Applications
- Contract review, negotiating and drafting for a wide variety of businesses
Buying and Selling Businesses
Our firm can guide business owners in the multi-stage process of buying or selling a business including:
- Advising on the structure of the transaction
- Negotiation of terms and drafting of the deal memorandum
- Advising sellers on legal strategies to address issues raised during the due diligence process
- Advising buyers on conducting legal due diligence
- Drafting, reviewing and negotiating the extensive documentation involved in a business transaction, such as asset purchase agreements, stock purchase agreements and security agreements
The purchase or sale of a business is a complicated process for which experienced legal counsel is essential. When representing clients in such transactions, our attorneys start the process by learning as much as possible about the buyers’ objectives in order to offer advice on a comprehensive set of issues ranging from business matters and financial risks to legal hurdles. Our goal is to identify possible challenges and put safeguards in place to prevent issues that may arise in the future, from negotiations and the due diligence phase to the final closing.
There are two primary methods of transferring ownership of a business, either by sale of the businesses’ assets or by the transfer of ownership of the entity itself:
Asset Purchase Agreements (APA)
This is a form of a business sale where instead of purchasing the stock of the company, the buyer purchases specific assets of the company and assumes specific liabilities. There are a number of issues that can arise in such transactions such as inventory, accounts receivable and payable, condition of assets, and lease of premises that must be addressed in the agreement.
Share Sale Agreements
In a share sale of a business, the purchaser is buying the shares from the shareholders of the company. Purchasers generally prefer not to buy shares in order to minimize both tax and legal liability issues.
Purchasers will often require a provision in the Agreement which prohibits the sellers from competing with the business after the sale. The duration and geographic limitation of such provisions are negotiated by the parties. Courts will require such provisions to be reasonable so to not impinge on commerce and trade.
In addition to negotiating, drafting and reviewing business sale offer letters and agreements, we advise and assist business owners and investors with a wide range of issues including:
- Advising on practical business and financing issues related to the transaction
- Assisting with the selection of the right business entity, such as partnership, Limited Liability Company, S-Corporation or C-Corporation to secure the most desirable tax benefits and liability protection
- Advising on employment matters attendant to business transactions including contingency on the continued employment of employees and relocation issues
- Advising on discovering and managing liens and other corporate liability issues
- Negotiating terms and structure of earn-outs as part of compensation for sellers
- Advising on the laws of local jurisdictions affecting the business as well as any applicable licenses and permits required for legal operation of the business
Other important matters to consider include assignment of the business trade name, transfer of customer lists, training of new owners and staff, and introduction of new owners to important business contacts.
Given the complexity and scale of the issues involved in the sale of a business, it’s critical for both purchasers and sellers to retain an attorney with knowledge and expertise in such matters to guide them through the process and safeguard their interests.
Helping Business Owners Resolve Corporate Disputes
When starting a business, entrepreneurs must consider countless issues.
How should the business be structured? Where should it be located? Who should be hired?
Rarely, however, is the, the prospect of litigious conflict with clients or colleagues considered and addressed until it is too late. Having an experienced business dispute attorney on your side in the face of conflict may, however, significantly reduce your company’s exposure to liability thereby decreasing the probability of dissolution or an unwanted merger. Whether you are just starting your business or are a decades-old member of the corporate market, our firm can provide knowledgeable legal counsel to assist you with the gamut of corporate conflicts that can, and often do, arise on a regular basis.
There are a number of business disputes, both foreseen and unexpected, that give rise to the need for legal counsel Our primary objective in resolving conflict on behalf of our clients is to arrive at a solution benefitting all sides while avoiding the need to engage in costly discovery and an eventual trial. Our corporate dispute lawyers are adept at handling the sensitive and fact-intensive negotiations process and will work tirelessly to settle your dispute without judicial intervention. Of course, when the possibility of a negotiated settlement proves impossible or unworkable in light of the facts of the dispute, our attorneys will use their knowledge of civil procedure, corporations and commercial code laws to zealously advocate your position in a court of law.
Business and Corporate disputes can vary from simple breach of contract claims to multi-million dollar allegations of fraud and misconduct. Our experienced business dispute attorneys routinely handle many of the following areas of commercial disagreement:
- Contract Disputes: If you are in a disagreement with an employee, customer or colleague about a provision of a contract, our firm can help negotiate a mutual agreement to benefit both sides. Disputes commonly arise in contracts for the sale and delivery of goods, employment or partnership agreements, insurance policies, non-compete clauses or commercial leases;
- Shareholder or Partnership Disputes: Conflict between corporate governance and shareholders is not uncommon. As well, partners often face disagreement over governing policies or corporate direction. Our legal team can help resolve shareholder and partnership issues to give your company the opportunity to move forward in a positive direction;
- Disputes with Other Companies: Litigation often arises when a customer or client is dissatisfied with a company’s product or services, including disputes with suppliers, vendors or manufacturers. Working with our firm can significantly reduce your exposure to liability and help both parties maintain their corporate relationship and mutual trust;
- Government Compliance: At one time or another, every company is faced with questions or issues stemming from regulations imposed by a government entity. Whether you have non-complex IRS compliance concerns or are unsure of how SEC regulations affect your company, our attorneys can help you understand the statutes and adhere to state and federal corporate rules;
- Sales, Mergers or Acquisitions: Corporate restructuring can involve multiple areas of law from government compliance to shareholder liability. If your company is considering a sale, merger or acquisition, contact one of our knowledgeable corporate attorneys to discuss the proposed transaction and avoid a dispute before one arises.
Contact an Experienced and Reputable Business Dispute Attorney Today
As you navigate the facets of business ownership, our business dispute law firm can work alongside you to help avoid potential conflict or devise a workable solution once conflict occurs. For more information or to arrange for a consultation, contact our offices today.
Palumbo Law represents many different types of businesses including new businesses and well established companies. Our business lawyers provide legal services for construction companies, lenders, landlords, restaurants, modular home companies, trucking companies, and numerous other businesses in nearly every area of Business Law.
Please visit our Business Law Frequently Asked Questions.