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We assist clients in forming business entities suited to their business and tax needs. We have extensive experience advising clients on a variety of general corporate, partnership and limited liability company (“LLC”) issues, for a broad range of business operations, including: real estate development and investment, retail and wholesale sales organizations, importing and exporting goods and services, professional organizations, automobile dealerships, manufacturing facilities, construction companies and retail and wholesale insurance.

Some of these services include:

  • Counseling clients on start-up and business generation
  • Consulting on issues of choice of entity and domicile
  • Preparing formation documents for corporations, including addressing corporate governance via articles of incorporation and bylaws
  • Preparing LLC operating agreements
  • Preparing partnership agreements
  • Drafting and negotiating shareholders agreements and various buy-sell arrangements, including funded and unfunded agreements
  • Negotiating, and drafting provisions addressing issues of management and control, capitalization and voting
  • Working on succession planning both intra-family and outside the family
  • Structuring the division of a business or the departure of an owner or executive
  • Corporate reorganizations, including recapitalization of subchapter S corporations
  • Negotiation of joint venture agreements
  • Preparing a wide variety of commercial agreements and contracts, including supply agreements, licensing agreements, notes and security arrangements
  • Structuring investments in a variety of entities
  • Providing corporate maintenance services, such as preparing minutes of annual and special meetings
  • Advising clients regarding compensation arrangements, including deferred compensation planning for executives, stock options and phantom stock agreements
  • Preparing noncompetition agreements
  • Advising on a variety of personnel issues, including negotiating and drafting employment and independent contractor agreements, consulting agreements and separation agreements