Business Law & Litigation
- Business Law & Litigation
- Commercial Litigation
- Contracts
- Partnership, Corporate & LLC Law
- Partner & Shareholder Buyouts
- Partner & Shareholder Disputes
- Buying & Selling Businesses
Many of my clients are entrepreneurs. Entrepreneurs need to be able to focus their efforts upon building their businesses. During the course of their business matters, issues invariably arise that require legal advice. Accordingly, I advise small businesses and their owners on matters including
(1) contract drafting and review;
(2) negotiation of settlements;
(3) purchase and sale of businesses; and
(4) compliance control.
Having a broad range of experience in mergers and acquisitions and venture capital, I understand the importance of financial, legal and tax issues in buying, selling and investing in companies. The details of any deal are usually crucial in financial terms. I provide clients with the legal and tax advice they need to effectively negotiate the investment, purchase or sale of a business so that they get the best deal possible.
Effectively drafted contracts preserve and protect my clients' interests and help prevent disputes and confusion between parties, which can lead to costly litigation. The contract negotiation process often times manifests the true intentions, expectations and limitations of the parties. I advise my clients toward an optimal legal position while taking into account their short-term and long-term objectives.
In order to be successful, a company should attract and retain dynamic employees, consultants and professionals. Accordingly, employee and consultant benefits, in the form of stock options, profit sharing and custom employment agreements, can be used to provide and ensure effective methods of compensation. However, protective non-competition, non-disclosure and severance agreements are also necessary to preserve the interests of the employer. I also advise employees on the legal and tax issues that arise in employment and severance matters.
I draft various types of agreements necessary to protect the growth and success of the business and its owners. Additionally, I assist clients in resolving, prior to litigation, disputes with employers, vendors, suppliers, partners and employees. When necessary, I pursue litigation for my clients.
For clients who are starting a new business, I advise them on their choice of the appropriate entity for that new business. Depending upon my client's business and objectives, I will recommend the formation of a limited liability company (LLC), S-corporation or C-corporation.
To make the appropriate determination, some of the considerations include
(1) protecting the owners from personal liability;
(2) the nature, assets and liabilities of the business;
(3) the states and countries of operation;
(4) projected financial information;
(5) federal, state and local income, sales and other taxes; and
(6) the client's objectives for wealth accumulation and transfer, which may include an exit strategy or business succession plan.
Once an appropriate entity is chosen, I complete all of the necessary legal requirements for the formation of that entity. Some of these requirements include
(1) filing of all necessary documents;
(2) drafting of resolutions and certificates; and
(3) drafting of bylaws, operating agreements and partnership agreements.
I walk my clients through each step of the process so that they fully understand their rights and obligations as owners as well as agents of the business. I draft LLC operating agreements, bylaws and partnership agreements in accordance with the interests of my clients. Some of the considerations for these documents include matters involving management, indemnification, insurance, taxation, contributions, distributions, transfer of ownership, and events terminating the business relationship between the owners or requiring the liquidation of the business. The agreements are always extremely important because they provide a clear platform for the successful operation of the business as expressed by agreement of the owners. Without an effective agreement, disputes and confusion are more likely to, and often do, arise between the owners that can cause expensive litigation.
(1) contract drafting and review;
(2) negotiation of settlements;
(3) purchase and sale of businesses; and
(4) compliance control.
Having a broad range of experience in mergers and acquisitions and venture capital, I understand the importance of financial, legal and tax issues in buying, selling and investing in companies. The details of any deal are usually crucial in financial terms. I provide clients with the legal and tax advice they need to effectively negotiate the investment, purchase or sale of a business so that they get the best deal possible.
Effectively drafted contracts preserve and protect my clients' interests and help prevent disputes and confusion between parties, which can lead to costly litigation. The contract negotiation process often times manifests the true intentions, expectations and limitations of the parties. I advise my clients toward an optimal legal position while taking into account their short-term and long-term objectives.
In order to be successful, a company should attract and retain dynamic employees, consultants and professionals. Accordingly, employee and consultant benefits, in the form of stock options, profit sharing and custom employment agreements, can be used to provide and ensure effective methods of compensation. However, protective non-competition, non-disclosure and severance agreements are also necessary to preserve the interests of the employer. I also advise employees on the legal and tax issues that arise in employment and severance matters.
I draft various types of agreements necessary to protect the growth and success of the business and its owners. Additionally, I assist clients in resolving, prior to litigation, disputes with employers, vendors, suppliers, partners and employees. When necessary, I pursue litigation for my clients.
For clients who are starting a new business, I advise them on their choice of the appropriate entity for that new business. Depending upon my client's business and objectives, I will recommend the formation of a limited liability company (LLC), S-corporation or C-corporation.
To make the appropriate determination, some of the considerations include
(1) protecting the owners from personal liability;
(2) the nature, assets and liabilities of the business;
(3) the states and countries of operation;
(4) projected financial information;
(5) federal, state and local income, sales and other taxes; and
(6) the client's objectives for wealth accumulation and transfer, which may include an exit strategy or business succession plan.
Once an appropriate entity is chosen, I complete all of the necessary legal requirements for the formation of that entity. Some of these requirements include
(1) filing of all necessary documents;
(2) drafting of resolutions and certificates; and
(3) drafting of bylaws, operating agreements and partnership agreements.
I walk my clients through each step of the process so that they fully understand their rights and obligations as owners as well as agents of the business. I draft LLC operating agreements, bylaws and partnership agreements in accordance with the interests of my clients. Some of the considerations for these documents include matters involving management, indemnification, insurance, taxation, contributions, distributions, transfer of ownership, and events terminating the business relationship between the owners or requiring the liquidation of the business. The agreements are always extremely important because they provide a clear platform for the successful operation of the business as expressed by agreement of the owners. Without an effective agreement, disputes and confusion are more likely to, and often do, arise between the owners that can cause expensive litigation.
I will be committed to your case from the moment you decide that going to court is your best alternative or if you have been sued in a commercial, tax, estate or bankruptcy matter. Litigation requires dedication and tenacity and a keen attention to detail. As an attorney with a Master of Laws Degree in Taxation and former Certified Public Accountant with over a decade of experience, I can advise you fully about the legal, business and accounting issues involved in your situation. From filing of the complaint, answer, counterclaims and crossclaims and then through the motions and the trial, I will ensure that your case achieves the highest level of success possible. I will relentlessly pursue the discovery of all of the facts in your case and showcase them in the light most favorable and most persuasive for you and/or your business. I will fully advise you of your likelihood of success, the costs involved in pursuing or defending the case, and the details of the substantive and procedural aspects of the law. I will fight for you to the bitter end or settle the case if you feel that it is in your best interests. We will build up the strengths, mitigate the weaknesses and best position you for optimal options and outcomes in your case. We also represent our clients in arbitration and mediation. Call my office now to learn more about how I can help.
I have drafted hundreds of custom-tailored contracts for my clients over the past decade for matters involving real estate, investments, employment, partnerships, corporations and LLCs. To name a few, I've negotiated and drafted dozens of the following: purchase agreements, shareholder agreements, partnerships and joint venture agreements, limited liability company operating agreements, employment contracts, intellectual property licensing agreements, franchises agreements, management agreements, separation and release agreements, settlement agreements, executive compensation agreements, and specialized contracts for peculiar and unique business transactions. I have also negotiated hundreds of transactions for my clients. Optimum contract drafting requires skillthat incorporates proper legally binding language with common sense and an eye toward litigation just in case of breach. It also requires experience to know which items are traps for the client and how the law applies to provisions of the contract and the facts involved in the transaction. I help you negotiate the best deal, gain insight into the other parties and the contract negotiation process and we fully advise you about your rights and obligations under the written contract. We will also help you enforce your rights under the contract in court, arbitration and mediation.
I will educate you about the entity you already have for your existing business or legal entity you should form for your business. As an attorney with over a decade of experience and a Certified Public Accountant with a Master's Degree in Taxation, I can advise you about the business, legal and tax issues involved in your entity. There are various different legal entities under which you may operate your business to protect yourself and the other owners from liability. The primary purpose if not sole purpose of a corporation and limited liability company is to protect the owners from liability. Certain partnerships can provide such liability protection as well. Different laws apply to partnerships, corporations and limited liability companies (LLCs). I will fully and completely advise you about the laws applicable to your business, legal and tax situation.
Buying out a business partner or shareholder is a complex exercise involving a combination of legal, business and tax expertise. As an attorney with a Master of Laws Degree in Taxation and former Certified Public Accountant with over a decade of experience, I can advise you about the legal and tax issues involved in a buyout. I help you negotiate the best possible transaction, plan for the tax consequences, draft the appropriate contract, keep the transaction confidential, include in the contract the appropriate covenants against competition and solicitation of your clients, customers and employees and bring the transaction to a successful closing. Buyouts sometimes result from partnership disputes that cannot be resolved without a partner getting bought out by the other partner(s). See below.
In my experience and through the insights of my clients, choosing the right business partner can be one of the most important factors in building a successful business. When the partnership is not working or the business is otherwise suffering, the partners usually become at odds with one another. Many times, these issues cannot be resolved and can escalate to the point where judicial intervention is involved; that means going to court. I've helped dozens of clients go to court to fight for their rights and either force a buyout or otherwise resolve the dispute through litigation or settlement. Most disputes involve an argument that one partner is taking advantage of the other partner. While the legal analysis usually starts with reviewing the written agreement between the owners, rights can be enforced in the absence of an agreement. When minority owners are being oppressed by the majority, the minority owners sometimes do not realize that they usually can enforce certain rights. I can help you resolve these disputes, whether through negotiation, going to court or in mediation and arbitration.
Whether it's the purchase of a small local business or the sale of a regional retail chain for millions of dollars, I can help you complete your team of advisors by providing my legal, business, and tax expertise to best suit your needs. Prior to venturing out to start my own law office, I was a senior tax consultant for mergers and acquisitions at one of the world's leading accounting and consulting firms. During my professional career, I helped structure hundreds of transactions from a legal and tax vantage point and performed legal, financial and tax due diligence. I can help you from start to finish on your deal: from term sheet through closing. I negotiate and draft all of the terms for the deal, the letter of intent, purchase agreement, loan documents, filing tax forms, form the acquisition subsidiary, file with the state tax authority for tax clearance and ensure that we proceed to closing.