Business Planning Transaction

   Business Formation​

 

We regularly advise startup businesses in the formation stage.  We work with qualified CPAs and business strategists with a team approach to assure the needs of startup businesses are met in the process of forming an entity, making tax elections, and capitalizing and structuring investments and contributions into the business.

   Mergers and Acquisitions

 

We have extensive experience in representing and advising a wide variety of privately-held businesses as purchasers and target companies in a wide variety of transactions, divestitures and reorganization transactions. We have been involved in a variety of takeover situations. Our attorneys have completed transactions in a variety of industries including manufacturing, mineral production, construction, healthcare, investment advisers, film and internet media, and technology.

Tax considerations affect the structure of most mergers and acquisitions. Members of the group have the technical know-how and experience to deal with tax issues such as purchase price allocations, preserving net operating loss carryovers, and maximizing amortization and depreciation benefits. We also have extensive experience in drafting complex contractual provisions relating to tax representations and indemnities and in dealing with the intricate federal income tax consolidated return provisions.

Our lawyers leverage the expertise of the firm’s other practice areas. For leveraged transactions or those involving refinancing of debt, our finance attorneys offer experience in a wide range of vehicles, including unsecured and secured lending, senior and mezzanine lending. To the extent requested by the client, M&A transactions can involve a comprehensive due diligence investigation of the target company, and we are able to draw upon the experience of lawyers in these other practice groups as appropriate to help the client both assess the target company’s value and properly structure the transaction.

Besides bringing entrepreneurial experience, our lawyers strive for innovative solutions that make transactions faster and less costly.  Our flexibility permits us to offer creative fee arrangements for certain aspects of representation, including flat-fees, hybrid fees, and equity arrangements.

   Windup and Partnership Disputes

As needed, we advise clients in the winding up of their businesses, including the settlement of partnership and shareholder disputes. We assist clients with redemption agreements, buy-sell agreements, and formal and informal dissolutions.

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