We have experience in the acquisition, sale, reorganization, and restructuring of corporations, partnerships and other business entities. These transactions deal with fundamental changes in business ownership. They often involve debt or equity financing and structural changes to an existing business entity or the formation of a new entity. Completion of these transactions frequently requires regulatory filings, such as filings with state agencies or rulings from the Internal Revenue Service.
Purchases and Sales of Businesses
Our experience includes representing both sellers and purchasers of businesses in taxable and nontaxable transactions. We advise regarding transaction structure and legal terms, assist in the negotiation of the transaction, prepare documents necessary to effect the transaction, and handle closings. We provide necessary advice on issues involving tax, antitrust, securities, employment, real estate, and other laws relevant to a specific transaction.
Buy-Outs, Reorganizations, and Restructuring
We advise clients regarding buy-outs, reorganizations and restructuring of businesses to achieve various objectives, including management and owner succession plans, liquidity, estate planning, and resolution of conflicts among owner groups. We have experience with management buy-outs, leveraged buy-outs, and other specialized acquisition transactions. We prepare the documents and take other legal steps necessary to implement these transactions.
Organization of Business Entities
An acquisition sometimes requires the formation of a new business entity. We advise clients regarding all aspects of organizing a new company, including alternative business structures, issuance of stock or other equity to founders, buy-sell, voting or other agreements among owners and employment agreements and employee incentive arrangements. Our experience includes organizing large and small private corporations and partnerships, subchapter S corporations, limited liability companies, professional corporations, and nonprofit organizations.
