Representative Cases and Matters

• Represented a corporation in connection with a tax-free reorganization to resolve a shareholder dispute.

• Represented an executive in connection with the negotiation and execution of an employment agreement and the issuance of limited liability company operating interests.

• Organized a limited liability company and prepared an operating agreement, members’ agreement and employment agreements in connection with start-up of the entity.

• Represented a tax-exempt organization in the preparation of organizational documents and entity formation, the filing of an application for tax-exempt status with the internal revenue service and provided counsel on the tax and corporate aspects of managing and operating a tax-exempt organization.

• Assisted a subchapter s corporation with Subchapter C earnings & profits in analyzing and managing the distributions of property and cash to shareholders in connection with a real estate development project.

• Represented a corporation in connection with the sale of stock by shareholders to an employee stock ownership plan (ESOP).

• Represented a number of longtime petroleum station owners and operators in the purchase of the their station properties and businesses.

• Represented a corporation in connection with a tax-free reorganization to change the state of domicile.

• Represented an entrepreneur in connection with the purchase of the assets of an automobile detailing business, including working with the bank to secure financing and creating an LLC to purchase assets.
  

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Many clients come to us seeking assistance in the start-up of new businesses. Our attorneys seek to understand the business objectives of our clients by reviewing their business and capitalization plans and working with their financial advisors and accountants to insure that the new venture has the greatest likelihood of success. We then recommend a form for the new business that will best meet the client’s objectives, whether it is a corporation, limited liability company or type of partnership. When the entity formation is complete, we work with the client to prepare employee manuals and employment and non-competition agreements, shareholder or member agreements, stock options, appreciation and nonqualified deferred compensation plans, cafeteria and medical reimbursement plans and other documents needed by new businesses.

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Few matters are more complex and have greater importance to our clients than the purchase or sale of a business. We work closely with our clients and their financial advisors to gain an understanding of their purchase or sale objectives and then help devise a structure for the transaction that achieves the most advantageous business, tax and legal results. Whether the transaction takes the form of a stock purchase or sale, asset acquisition or disposition, or merger, consolidation, or other form of taxable or tax-free reorganization, our attorneys assist the client in the negotiation and preparation of all the agreements needed to properly document the transaction and protect the client. The necessary documents may include letters of intent, purchase and sale agreements, reorganization agreements and plans, employment and non-competition agreements, confidentiality agreements, indemnification agreements and security agreements. We actively assist our clients in updating company records to eliminate problems that can arise during the due diligence process.

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Many of our clients use us as their “general counsel” to advise them on the legal issues that arise as they conduct their businesses on a day-to-day basis. We begin by gaining a greater understanding of the business and the client’s goals and objectives. We often find we can most effectively do this by visiting the client at their place of business and meeting with the owners and key employees on a complimentary basis. our personal interest in the business of the client helps to build strong working relationships that allow us to better assist the client on legal issues that arise with their employees, customers and clients, suppliers and vendors, lenders and other professional consultants. We also provide legal advice on specific matters, such as the negotiation of a contract or loan agreement, and regularly advise our clients on maintaining required entity formalities through compliance with organizational documents.
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Owners and operators of service stations utilize our firm’s unique experience in matters involving the retail petroleum industry. Whether purchasing an existing station property or business, or constructing a new facility, our goal is to ensure that all legal-related issues concerning the transaction are understood and resolved. Initially, our attorneys will meet with the client to gain a greater understanding of the business and the objectives. We then provide legal advice and representation on matters of critical importance to petroleum industry participants, including environmental issues, marketing, distribution and pricing issues, franchise terminations under the Petroleum Marketing Practices act and general advice and counseling on issues related to motor fuel supply and related agreements. Should a client become involved in petroleum industry litigation, our attorneys assist the client to resolve the matter.

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The firm actively represents non-profit organizations. In view of the many internal revenue Service rules governing non-profit organizations, these businesses face special legal challenges in conducting their business operations. Our representation includes establishing or restructuring the organization, obtaining Internal Revenue Service recognition of the tax-exempt status and advising as to how to preserve that status. We advise management on strategies limiting the unrelated business income tax liability and ensuring that organizations qualify as publicly-supported charities that are exempt from the restrictive Private Foundation rules. We have assisted clients in structuring transactions and joint ventures with for-profit organizations without compromising their tax-exempt status.

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Our attorneys regularly work with businesses in analyzing and planning for the tax consequences of various transactions. This includes working with startup clients to ensure the selection of an appropriate organizational and capitalization structure, the making of necessary tax elections and the evaluation of converting among the various types of business entities that are available under state law. As tax advisors we develop and evaluate strategies for minimizing the income tax consequences associated with purchase or sales of assets, mergers, consolidations, business divisions and separations and other forms of taxable and tax-free reorganizations, and other commercial transactions. In determining the appropriate tax structure for a client (whether as a startup or in connection with a purchase or disposition), we maintain a careful focus on the client’s ultimate business and investment objectives. As part of our tax planning, we work directly with internal and external financial advisors to minimize the costs and maximize the tax benefits associated with accomplishing the goals of our clients.

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We effectively represent our business and individual clients in all aspects of federal and state tax controversies, including audits, administrative appeals, tax court litigation, collection appeals hearings and the offer in compromise process. Our experience extends to the substantive and procedural issues associated with federal and state income tax audits, as well as unpaid employment taxes, sales and use taxes and unclaimed property taxes. To minimize the cost and burden associated with the escalation of a tax matter, we actively seek a leadership role in analyzing communications and preparing comprehensive and precise responses to the inquiries of the taxing authorities for our clients. Early involvement in a tax controversy allows us to use our knowledge of the law and available legal procedures to explain complex substantive and technical issues. Our experience shows that this approach provides our clients with a comprehensive understanding of the alternative strategies available to them for resolving confusing and highly stressful situations in a beneficial and expedient manner.

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The laws that regulate dealings and transactions between the private sector and federal and state government agencies are numerous and complex, and require trusted legal counsel in order to ensure full compliance. A number of the groups’ clients--most notably manufacturers, construction firms, service providers and defense companies--utilize our knowledge and skills in the areas of government contracting and related matters in order to successfully comply with these laws and maintain a productive relationship with the governmental organizations they partner with. For these clients, we provide representation in the negotiation of joint ventures, teaming agreements and a variety of other business agreements, representation in protests to the Government Accountability Office and other agencies, and general representation before federal and state regulators.

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In the area of commercial litigation, we vigorously represent our clients by bringing and defending claims in state and federal courts, and before arbitrators and mediators, in matters involving a vast array of business disputes. Our representation in this area extends to such areas as breach of contract claims, enforcement of non-competition covenants, and shareholder disputes, among others. Our attorneys also represent commercial entities in arbitration proceedings, including those conducted under the Commercial Arbitration Rules of the American Arbitration Association, and in administrative proceedings and appeals.

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