Among the host of challenges confronting a new business is selecting the right business structure. In making this crucial decision one should take into account the need for efficient organization,limiting liability, possible tax consequences, and the importance of partners agreeing on their rights and obligations in writing. Business owners have choices of structure to meet their needs, including corporations, limited liability companies, partnerships, or sole proprietorships. We work with our clients to identify and create the most appropriate business structure, and to craft written agreements that protect our clients’ interests in balance with the needs and demands of the other parties involved.
Buying and Selling Businesses
In a business sale there are many issues important to both Buyers and Sellers. Sellers are always interested in being sure they get paid, particularly if a part of the purchase price is deferred. Sellers also usually want to be certain that the Buyer will not later claim that something is not right or that they want to"back out" of the deal. Sellers are often concerned with continuing liability, such as with their prior customers, or with a landlord that requires them to remain liable on a lease assigned to the Buyer. Buyers are generally concerned with getting what they paid for and not having to deal with prior liabilities or problems of the Seller. A business sale may take different forms each requiring specific legal considerations. A business sale often involves the need for other legal services, such as forming a business entity; negotiating and reviewing a commercial lease; creating Standard Terms and Conditions for the business; and preparing necessary employment and/or contractor agreements.
Contracts
There is virtually an unlimited variety of contracts a business may require or be called upon to sign, and the terms of these contracts usually will control what happens if there is a dispute. Examples of the types of contracts we prepare or review include: Independent & Sub-Contractor Agreements, Non-Compete Agreements, Consulting Agreements, Employment Agreements, Purchase & Supply Agreements, Distributorship & Wholesale Agreements, Partnership Agreements, Franchise Agreements, Licensing Agreements, Internet Service Agreements, to name just a few.
Employees & Independent Contractors
Businesses as employers face numerous legal issues, and we assist businesses with specific employment issues concerning hiring procedures,wage and hour law compliance, employee handbooks, employment contracts, contracts with independent contractors, employee health and safety, restrictive covenants and confidentiality agreements, protection of trade secrets, employee discipline and discharge, unemployment claims, investigation of and defense against discrimination/harassment claims.
Commercial Leases
For many small businesses, the lease for the businesses location is among the most important aspects of the decision to start the business itself. Most businesses have their goodwill, their public recognition, tied to their location. If not allowed to stay in that location, they can lose most if not all of the value of the business. Also, your location often has leasehold improvements, sometimes very expensive, which cannot feasibly or legally be transferred to a new location if you are required to move. The lease term and option(s) are critical to the value of the investment and must be in place before finalizing a deal to purchase a business. It is also common to commit to a lease with rents far exceeding the purchase price of the business. We assist with the negotiation and preparation of these critical agreements that often set the stage for the success of any small business, and help small businesses avoid the most common lease traps.
Civil Litigation, Arbitration & Mediation
We assist clients in dispute resolution through negotiation, mediation,arbitration and civil litigation.
