Corporate Law Expertise
Clients often struggle with the decision to form a corporation or other business entity. There are numerous choices and ever-changing tax laws that should be considered before making this important decision. My experience with corporate law encompasses the lifecycle of business entities, from inception to dissolution, allowing me to counsel clients at every stage in between.
Business Entity Formation
Choosing the right corporate structure to protect your assets can be a challenge, especially when considering the various tax implications. Clients often ask which type of entity is best. There are a number of business entities to choose from including: Limited Partnership, Limited Liability Partnership, Limited Liability Company, Professional Corporation, C Corporation, and S Corporation.
Deciding which entity is right for you requires the knowledge of an experienced corporate law attorney. A thorough understanding of many factors is required, including the type of business or profession, the number of owners, the owner’s legal status, business goals, and personal tax situation, just to name a few. In addition to an entity’s formation, clients may need valuable documents drawn up including bylaws, operating agreements, buy-sell agreements, stock certificates, ledgers, and loan documents. All of these corporate documents are vital to the protection of the entity itself and its owners.
Importance of Corporate Governance
Over the years I have seen business owners form a business entity and operate under the belief that they are automatically protected from both legal liability and tax liability. Unfortunately, they are not always as protected as they should be. The strength of any business entity is in the governance and operation of the entity, not in its formation. The improper operation of a business entity can result in a piercing of the corporate veil, or in more simple terms can result in the exposure of an owner’s personal assets. In most cases, piercing occurs as a result of mismanagement of the business entity. Therein lies the importance of forming a corporation with the full knowledge and commitment required to maintain it.
Expansion and Funding for Businesses
Whether a new enterprise is seeking funding or an existing business is looking to expand, legal counsel should be retained to assist with the acquisition of capital or the exchange of securities. A skilled corporate law attorney can help guide the business owners through every step of the securities issuance/capital acquisition process. Initial steps include developing capital acquisition strategies and reviewing the business plan. Later guidance may be necessary to assess securities transactions, venture capital transactions, private placements, and initial public offerings. Finally, ongoing compliance with securities laws is crucial to avoid regulatory issues.
Mergers and Acquisitions
A strategic alliance is often structured as a merger or acquisition for the purpose of achieving a particular goal. Both mergers and acquisitions require consideration of complex issues including: ownership interests, asset and debt allocation, valuation, tax liabilities, securities, and management issues. Leverage my experience in the mergers and acquisitions arena to assist your company through this process. My knowledge will help to maximize the benefits and minimize the risks in either type of transaction.
Arbitration, Litigation and Enforcement of Securities Laws
Issues involving corporations and securities require particular attention to the legalities. Missteps can result in serious consequences that are both civil and criminal in nature. Typical scenarios requiring legal counsel are disputes between directors and shareholders, arbitrations, regulatory investigations, parallel criminal and civil proceedings, sales practice claims and any issues that involve government agencies. It is important to have a knowledgeable corporate law attorney ready to advise you and provide guidance in these specific areas of the law.