Business Agreements, Corporate And Limited Liability Company Matters
We negotiate and structure acquisitions, mergers, and sales of businesses and business interests and complex business financing transactions. We have extensive experience with transactions that include taxable and tax-deferred asset and stock acquisitions. We have significant experience in the following:
- Domestic mergers and acquisitions;
- Corporate reorganizations;
- Corporate recapitalizations;
- Tax-effective financing structures;
- Spin-offs; split-ups and split-offs;
- Executive compensation and severance issues;
- Licensing agreements;
- Employment agreements;
- Shareholder agreements and operating agreements;
- Output agreements;
- Confidentiality, non-compete and nondisparagement agreements;
- Others too numerous to list.
We advise clients on business tax matters of all kinds. We represent clients on tax and business issues associated with conducting business and investment opportunities through partnerships, limited liability companies, and other flow-through entities. We often form the entity, draft the operating agreement and all other documents related to the creation of the entity and the receipt of investor funds. We have extensive experience representing corporate clients in spin-offs and liquidations. We have significant experience handling the tax and business problems of closely held corporations, including S corporations. We have wide-ranging experience in providing tax guidance to real estate developers. We counsel investors on the structure and tax consequences of investing in real estate ventures, partnership liability issues, debt restructuring, debt forgiveness, and workouts.