Business and Corporate
The attorneys in KKC's Business and Corporate Department advise and assist clients on a broad variety of matters. We assist our business clients with more than just the formation or purchase of a business. We also advise clients regarding the daily operational issues that affect every business. KKC's corporate attorneys often work in conjunction with the attorneys in the firm's other departments, for example: litigation, tax, real estate and environmental attorneys, in order to provide the appropriate expertise that different situations may require.
Choice of Entity and Business Formation
Our attorneys counsel clients in the formation of various business entities, i.e., sole proprietorships, partnerships, corporations (profit and non-profit), limited liability companies and partnerships, professional corporations and limited partnerships. Our advice includes evaluating liability issues, obtaining favorable tax treatment, capitalization and obtaining business financing, practical management matters and employment matters. Formation also may entail the filing of certain documents with the Secretary of the State for the state(s) in which business will be transacted, and the preparation of agreements regarding the ownership and operation of the business. These documents include corporate bylaws, operating agreements, partnership agreements, buy-sell agreements, employment agreements, leases and/or real estate contracts for the purchase of a business location and service contracts, to name a few.
Purchase and Sale of Business
KKC's attorneys are often asked to assist a client who is considering the acquisition of an existing business. In this circumstance, we assist in structuring the deal: how the purchase be financed; will the purchase price be allocated; whether stock being purchased or assets are being acquired; what due diligence and representations/warranties are necessary, etc. We advise our clients in the negotiation of the purchase contract and financing documents. If real estate is involved, we search and evaluate title to the property and zoning compliance. We are equally experienced in representing clients who wish to sell their business. This will often involve similar assistance with the structuring of the sale and the preparation and negotiation of all related documents. When representing either party to the transaction, we also prepare all of the documents required to effectuate the conveyance and assure the proper filing or recording of those documents.
Financing becomes necessary during many different stages of a business's existence. Financing may be necessary to create a business or acquire an existing business, to purchase equipment, inventory, computers, other assets or real estate to be used in connection with the business, and to provide working capital for the business. We counsel our business clients in structuring and closing the loan transactions. This includes negotiation of the terms and conditions of the loan, advising our clients with respect to the appropriateness of collateral to be given to secure the loan, including business and personal guarantees, reviewing title to the real and/or personal property given as collateral, and writing the title policy, as is often required by the lender.
For a variety of reasons, many business owners elect to lease space in which to operate their business instead of purchasing a building. In addition, many people invest in commercial real estate and buildings and lease space to others. Our attorneys are experienced in drafting and negotiating commercial leases for both landlords and tenants. In addition, if questions or issues arise after a lease has been signed, we can help analyze the facts and render an opinion, as well as negotiate a resolution.
Sometimes, despite the best efforts of a business owner, the business runs into cash flow or other financial problems. In those situations, our attorneys work closely with the owner and his or her accountant or financial consultant to try to determine what the problem is and, more importantly, what the solutions are. We assist in the design of work-out plans and, if necessary, exit strategies. We negotiate with lenders, trade vendors and other creditors to obtain short term and long term cash flow relief to help the business get back on track. We also counsel the owners on how to protect their personal interests during this difficult period.
Under a variety of circumstances a business owner may decide to dissolve the business. Depending upon the type of business entity, dissolution may require that certain filings be made with appropriate state and federal agencies (the Secretary of the State, the IRS, the Department of Revenue Services and the Department of Labor, to name a few) and that certain formalities be followed. We prepare and coordinate these filings, publish required notice to creditors, and assist with the winding-up process.
We represent many clients with their business contract preparation and negotiations. Contracts have involved employment, endorsement, purchasing and selling goods, and other issues relating to the clients’ financial and business status. Tax advice and estate planning issues are also addressed as part of a plan to safeguard their long-term interests.
Business Succession Planning
For most business owners, how to effectively and profitably retire from the business is a primary concern. We counsel clients on this subject, and assist in planning a transition to family members, existing employees or third party buyers.