Staub Anderson advises individuals, corporations, partnerships, limited liability companies (LLCs), and other forms of business organizations in a wide range of business-related transactions, including the start-up, formation, and administration of the organization, mergers, acquisitions, asset purchases and sales, financing, tax issues, and other activities.
We are experienced in setting up a wide array of entities. We help our clients choose the business form that best suits their business objectives, management style, and tolerance for risk. These entities include:
- S Corporations
- Professional Corporations
- Limited Liability Companies (LLC)
- Limited Liability Partnerships (LLP)
- General Partnerships
We work closely with our clients to determine their needs and then prepare appropriate formation documents including operating agreements, corporate bylaws, buy-sell agreements, shareholder agreements, partnership agreements and non-compete agreements.
General Business Representation
Each business has legal issues and needs that are unique to it and its owners. We strive to understand the business of each client and provide counsel that will help the owners achieve their business, financial and personal objectives. We assist on general business issues such as review of contracts with suppliers and customers, employment law advice, employee benefits and ESOPs, assistance on protection of the business’ intellectual property assets, assistance on real estate transactions, advice on corporate governance, entity maintenance, restructuring and recapitalization and numerous other aspects of business law.
Purchases and Sales of Businesses
We have extensive experience with the purchase and sale of businesses, representing both sellers and purchasers in both taxable and non-taxable transactions. Our lawyers advise our clients regarding transaction structures (including mergers, sales of assets, sales of stock and other forms of acquisition) and legal terms, assist in the negotiation of the transaction, prepare documents necessary to complete the transaction and handle closings. We also assist clients when ownership disputes arise between the shareholders or partners of a business.
We assist our clients with financing their businesses, including through bank financing and sales of debt and equity securities. We also have experience with project finance transactions. Our lawyers have contacts with a number of financing sources. We routinely represent our clients in negotiating the terms of these transactions, preparing the associated legal documentation and closing the transaction.
Tax Planning and Counsel
We advise clients regarding the income, gift and estate tax consequences of the formation, reorganization, division and liquidation of corporations, partnerships, limited liability companies and other entities; sales and purchases of business entities and assets; transfers of ownership; and ongoing business activities. For proposed transactions involving significant tax issues, we can obtain advance rulings from the national office of the IRS and state tax authorities. We also draft responses and negotiate with the IRS and state tax authorities on issues raised on audit.