We assist our clients with respect to a wide range of business and commercial issues and actively participate in negotiating and drafting corporate documents in transactions such as the purchase, sale, and merger of businesses, and general commercial contracts between businesses. Our attorneys regularly advise businesses with respect to formation, capitalization and finance, stockholder rights, commercial leasing transactions, sales, matters involving the Uniform Commercial Code (UCC), employment issues, franchising and licensing issues, dissolution issues as well as the constantly-growing array of rules, regulations, codes, ordinances, statutes and laws affecting businesses. We assist clients in selecting the appropriate form of entity (corporation, limited liability company, partnership, etc.) in which to operate their businesses and advise clients on continuing operations to protect businesses and guard clients’ personal assets from corporate liability. General principles of property ownership, titling of assets, contract law, governmental regulation, risk management, banking and financial transactions and other fundamental business and commercial issues must be considered in all types of business transactions. We undertake this work with the goal of minimizing the risk of disputes, but if problems arise, we are strong advocates for clients in all types of commercial litigation.
- Buy-Sell Agreements
- Business Entity Formation
- Liquor Law and Licensing
- Tax Planning/Preparation
- Acquisition & Sales
- Commercial Leasing
- Employment, Restrictive Covenants and Severance Agreements
Despite what the phrase suggests, buy-sell agreements are not related to buying or selling a business. During the infancy stages of a business, the business co-owners believe that they have similar visions of the company’s rosy future. However, as we all know, the only constant in this world is change. Buy-sell agreements (which may also be referred to as Shareholder Agreements, Partnership Agreements, Operating Agreements and the like) are agreements between business co-owners that deal with various events that may occur during the life cycle of a business such as the death, retirement, disability, bankruptcy, etc. of your business partner and the sale or transfer of ownership interests in the business as a result of any one or more of these changing conditions. With properly drawn buy-sell provisions, you can plan for the occurrence of such events and better ensure the continuing viability of your company.
Business Entity Formation
Forming a business requires informed decision-making that can directly affect a company’s long-term viability. Our firm is committed to helping clients succeed at the start of their business ventures and has counseled entrepreneurs, professionals, mid-sized companies and small business owners in the start-up phases of their businesses.
Our corporate practice helps clients choose appropriate business entities and advises them about the best ways to conduct operations. Our attorneys undertake all types of business formation including limited liability companies (LLC), corporations (S Corporations and C Corporations), general partnerships, limited partnerships (LP), family limited partnerships, joint ventures, and not-for-profit organizations.
Liquor Law and Licensing
Our firm assists clients with the purchase, sale and renewal of liquor licenses in Pennsylvania including the negotiation and preparation of agreements for the sale and transfer of liquor licenses, preparation of Pennsylvania Liquor Control Board required transfer forms and related documents. Our attorneys are experienced in navigating the complex regulations regarding the sale and transfer of liquor licenses through local municipalities and the Pennsylvania Liquor Control Board.
Our attorneys provide numerous services in areas of federal, state and local taxation, with emphasis on taxation law pertaining to corporations, partnerships, limited liability companies, pension and profit sharing plans, trusts, gift and estate planning, business planning and entity selection issues. We provide assistance to corporations, trusts and individuals in connection with various transactions including mergers, acquisitions, real property transactions, tax-free exchanges and other tax deferral opportunities, many of which involve unique and novel tax issues. The firm represents clients in contested tax matters at all levels of the Internal Revenue Service, Pennsylvania Department of Revenue and local taxing authorities and in federal and state courts.
All of our tax attorneys have advanced legal and accounting degrees in taxation. In addition, two of our attorneys are licensed as Certified Public Accountants and have technical backgrounds in accounting issues. Our attorneys have the experience and sophistication necessary to address fully the tax and financial issues presented in complex business transactions.
Acquisitions and Sales
The purchase or sale of a business is an important milestone. For the seller, the sale of the business often comes after years of blood, sweat and tears building a successful business enterprise. For the buyer, the purchase of a business often comes after much diligent research into available business opportunities, due diligence related to the business to be purchased, and significant financial commitment and sacrifice. Our attorneys regularly represent buyers and sellers of businesses and business assets. We review, negotiate, draft and advise on letters of intent, purchase and merger agreements, and other ancillary documents such as security agreements, financing and settlement statements, mortgages, notes, consulting agreements, restrictive covenants, bills of sale or other documents necessary to a successful closing.
While business leasing can be a good alternative to owning business property, commercial property leasing agreements are not subject to many of the consumer protection laws that govern residential leases, and there are no standard lease agreements. The importance of negotiating favorable terms in a commercial lease cannot be overstated, especially in today’s business climate. It is equally important that commercial landlords and their tenants have a clear understanding of the terms of the lease by which they will be bound. A well-crafted commercial lease is critical to successful planning and operation of any business whether it be a sprawling commercial development or a small business leasing space in a strip mall. Our attorneys assist landlords and tenants with the drafting, detail review of and negotiation of commercial lease terms to ensure that their business goals are met.
Employment, Restrictive Covenants and Severance Agreements
In connection with new employment, employers may require prospective employees to execute an employment contract. The contract will set out the basis of compensation, the term of employment, expectations of the employer, benefits, grounds for dismissal, requirements to keep certain information confidential and a restrictive covenant clause. The employer may desire to prevent the employee from competing after employment has ended. This is known as a restrictive covenant and generally involves restrictions of time (how long an employee has to wait before he can compete with his employer), restrictions of geography (how far away an employee needs to go in order to compete), and work restrictions (what jobs an employee cannot take because the employer believes the employee will compete with its business). Our attorneys regularly assist clients with the drafting, review and negotiation of terms of employment and restrictive covenant agreements to ensure that they are fair and reasonably tailored to protect our client’s interest.
When employment ends, an employer may desire that an employee execute a severance agreement. At times an employer is simply contractually obligated to provide severance pay, but most often, severance is a way of ensuring that an employee will not bring a lawsuit against the employer. In exchange for a certain amount of money and for the continuation of benefits for a limited time, the employer will demand that an employee release them from any and all claims the employee could possibly bring against them for anything at any time. Our attorneys regularly assist clients with the drafting, detail review of and negotiation of terms of severance agreements to ensure that they are fair and reasonably tailored to protect our client’s interest.