Business, Corporate and Commercial Transactions

As attorneys for our clients, we negotiate and structure business transactions by considering the legal, tax and business goals of our clients. We negotiate and document the purchases and sales of businesses, corporation and partnership split-ups, and business divestitures. We have a breadth of experience in assisting clients to acquire other businesses, to buy out the interests of partners, and to merge into other companies. We have represented a variety of types of companies in sophisticated and difficult sales, leveraged buyouts, and mergers and acquisition transactions.

We assist clients to minimize their taxes when a business is acquired or sold by employing innovative strategies. We provide advice to clients on their business operations and assist them to devise exit strategies on how they will sell or liquidate their company to provide for their own retirement and for their family’s future security.

In representing clients on the formation of their businesses, our law firm helps them select the best type of business entity (such as a C corporation, subchapter S corporation, LLC, or partnership) and assists them to structure their business’s formation to reduce and minimize taxes and future taxable gains. Many of our clients are closely held corporations, so we are able to advise them on the most tax efficient strategy to transfer their business’s ownership to younger family members.

In assisting clients in the sale, merger or acquisition of a company we help our clients prepare the letter of intent to memorialize the transaction’s major deal points. We then participate with our clients in doing due diligence. In the early stages we work with clients and their accountants to plan the transaction in the most tax efficient manner. We help clients prepare contingent purchase price mechanisms and earnouts where appropriate.

Some examples of the areas of our business and commercial practice are:

  • Working with clients to form new business entities and structuring and planning their business’s operations to accomplish the clients’ tax and business goals. This includes advising clients on whether a C corporation, S corporation, limited liability company or limited partnership will best satisfy the client’s business and tax objectives.
  • Assisting clients in their capitalization structure, and evaluating financing alternatives.
  • Tax and corporate planning for recapitalizations, stock splits, spin-offs, split-ups, dividends, and share redemptions.
  • Working with clients’ investment bankers and business brokers to identify and evaluate potential buyers of the clients’ businesses. We work with the clients’ other professionals throughout the transaction and evaluate whether to structure the transaction as a sale of assets, reorganization, or sale of shares.
  • Assisting clients in buying and selling businesses and divesting themselves of portions of their businesses. This includes representing clients in asset sales, stock sales, mergers and acquisitions, tax-free reorganizations, leveraged buyouts and management buyouts. If the transaction is taxable then we try to achieve long-term capital gain treatment.
  • Negotiating client loans with lenders, and reviewing and preparing loan documentation.
  • Assisting clients with loan workouts and the tax aspects of debt restructuring.
  • Drafting distributorship agreements, confidentiality and nondisclosure agreements, stock option agreements, employment agreements, buy-sell agreements, consulting agreements and contracts on behalf of clients.
  • Representing clients in business and shareholder split-ups, and in partner and shareholder disputes.
  • Representing clients in establishing business joint ventures.

Examples of corporate, merger and acquisition transactions on which we have represented clients are:

  • Planning and implementing the restructuring of a client’s business operations with an asset value in excess of $230 million.

  • Represented client in the stock sale of an aviation parts and service corporation for approximately $8 million, which included a corporate earn-out formula.

  • Represented client in the sale of its waste management business in a tax-free corporate transaction.

  • Represented client in the acquisition of an aerospace parts manufacturing company in an asset purchase, including the negotiation of a formula price.

  • Represented client in sale of a plastic molding and manufacturing company.

  • Represented client in the acquisition of an electrical components manufacturing company.

  • Represented client in the sale and tax structuring of its corporate stock and partnership interests in a national trucking and transportation company.

  • Assisted an electronic components manufacturing company in restructuring its entities and operations to minimize liability exposure and to maximize tax advantages.

Links to Corporate Resources

Articles on Corporate Issues and Corporation Checklists
Corporate Securities, Information and Governance Websites
Corporate Mergers, Acquisitions, Business Sales, IPOs Websites, and Venture Capital
Corporate, Partnership and LLC Formation Websites
Financial Ratings, Stocks, Bank Interest Rates, and Currency Rates Websites
Federal Tax Websites
Intellectual Property and Technology