Practice Area

Business Formation

Buying and Selling a Business

~ Choice of Business Entity (Tax and Liability Issues)

~ Operating Agreement/Stockholders Agreement

            + Requirements for Capital or Financing

            + Issues Relating to Multiple Owners

                    - Management Issues

                    - Death

                    - Disability

                    - Bankruptcy

                    - Divorce

                    - Withdrawal from Business (Voluntary or Involuntary)

            + Specialized Ownership - 8A, SDV & Minority

            + Established Valuation Methods on Sale

~ How to Purchase the Business

          + Who is the Purchaser

                    - Family, Existing Owners or Third Parties

          + Preparing Your Business for Sale

          + Structure of the Purchase

                  - Equity, Assets, Merger or Going Public

          + Payment of the Purchase Price

                  - Cash needs of Seller versus Purchase’s ability to Pay

                  - Tax Issues (Capital Gain versus Ordinary Income)

                  - Allocation (Equity, Assets, Goodwill, Consulting or Non-Compete)

                  - Special Issues - Seller Financing & Existing Liabilities

Business Financing

~ Acquisition Financing

          + Purchaser Self Financing

          + Seller Provided Financing

          + Bank Financing

                  - Traditional

                  - SBA

          + Investor Financing

                  - Strategic Partnership

                  - Private Offerings (Debt Equity versus Convertible)

General Business Agreements

~ Real Estate

          + Leases

          + Purchase Agreements

          + Development Agreements

          + Loan Documents

~ Customer Agreements

          + Sales of Goods and Service Contracts

          + Licensing/Royalty Agreement

~Internal Agreements    

           + For Employees (Non-Compete, Current and Deferred Compensation

           + For Non- Employees (Compensation; Referral & Commission Agreements and Non-Compete

Estate Planning and Asset Protection

~ Wills Revocable Trusts, Powers of Attorneys & Living Wills

~ Generation-Skipping/Dynasty Trusts

~ Special Needs Trusts

~ Grantor Retained Interest Trusts

~ Qualified Personal Residence Trusts

~ Qualified Domestic Trusts

~ Charitable Trusts

~ Self Settled Creditor Protected Trusts

~ Family Entities