Business Legal Services

Business Formation

When starting a business, clients need advice on the pros and cons of using corporations (S or C), limited liability companies, limited partnerships, and other entities to achieve the objectives of investors and operators. We take a measured approach with our clients to understand their future plans for growth, operations, capital raising, and exit to select the most advantageous ownership, capital and governance structure. Of particular advantage to businesses in emerging markets is our counsel on the structuring of holding companies, operating companies, management companies, joint ventures, and strategic alliances.

The right blend of risk mitigation, asset protection, ownership flexibility, financing arrangements, optimal structures for liquidity events, and management and governance options is critical. We help our clients lay a firm foundation for future success by matching entity form and financial structure to the anticipated needs and qualities of the enterprise. We also work closely with accountants and other financial managers and advisors to make certain that tax-related issues are addressed from inception.

Corporate Governance

Effective business operations depend on proper corporate governance and regulatory compliance. Even seemingly minor governance issues may carry significant potential liability. In response to the growing scrutiny that corporate leaders in merging markets face, our clients rely on our lawyers to navigate the increasingly complicated regulatory regime and identify obligations as owners, directors, officers, and managers.

Our attorneys can assist in the structuring of the governing bodies for joint ventures or strategic alliances. We provide counseling on the various options available, such as establishing management policies; the pros and cons of different business entity forms; and the rights and obligations of controlling and minority owners.

Venture Capital and Emerging Businesses

Entrepreneurs rely on our advice and relationships to make important decisions and to establish the connections they need in the marketplace – from determining the appropriate equity structure, hiring the first employees, and signing the first office lease, to closing the initial bank loan or round of equity financing. Navigating complex transactions and regulatory regimes with the savvy advice start-up companies require before they have built a management infrastructure to support the venture is one reason clients continue to come back to our law firm year after year. 

Our attorneys stay abreast of developments in the capital markets and understand that venture capital, specifically, can be a highly attractive funding source for emerging businesses. Our lawyers offer investors and emerging companies decisive advice required to make crucial decisions at every stage of the transactional history, including investment structuring and management, corporate due diligence, and investment exit strategies. Founders of a new company need to focus their attention on the business. Our job is to tailor your entity and capital structure to provide maximum flexibility and benefit as the business grows.

Mergers and Acquisitions

The Firm’s M&A practice centers around emerging markets in highly regulated industries. We advise buyers and sellers, including closely-held businesses, public companies, and private equity firms, in the evaluation, structuring, financing, negotiation, and documentation of all phases of the purchase or sale and other dispositions of businesses and their assets.

From letter of intent and due diligence, to negotiation and drafting of definitive agreements and closing documents, our business lawyers can also provide clients with the advice and counseling resources they need in various deal-related practice areas. We regularly work with in-house or outside counsel, accountants, and private equity managers as part of an M&A team to handle issues related to tax, employment, ERISA, executive compensation, and intellectual property. Our Firm delivers clear, practical advice so that transactions are completed in a timely, cost-effective manner. 

Owner Disputes and Separation

When deadlocks arise over the best course of action for the company, there are instances in which the only way to resolve such disagreements is to dissolve the company, divide up its assets among the owners, or facilitate the sale of a departing owner’s interest. In such cases, we may represent the company, minority owners, majority owners, management owners, and non-management owners depending on the circumstances.

When such a process cannot be accomplished amicably, we act as advocates for our clients in the ensuing litigation or arbitration. Focusing on skillful drafting and structuring of the business owners’ relationship on the front end can avoid or minimize disputes over major decisions, or at least provide the parties with a dispute resolution roadmap.

Business Contracts

From everyday agreements to unique and complex deals, contracts are integral to business operations. We understand that legal matters must be addressed in a sensible and streamlined manner that keeps your business moving. The Firm’s focus on emerging and established growth companies employs an efficient and practical contracting process. Our collaborative, client-centered approach to contract drafting and negotiation, keeps the client’s business goals at the forefront. We will draft, structure, and negotiate a wide variety of commercial, intellectual property, and technology contracts that organizations of all sizes need to achieve their business goals.

Commercial Leases

Since the Firm is centered on new businesses and emerging markets, it is small-business friendly. The terms of a lease matter a great deal. Small businesses do not have the financial backing of a central headquarters if they have a bad month, so if your lease requires you to pay an exorbitant amount of fees, that could affect whether the business can function as a going concern. No matter the commercial lease you decide to sign, include these key terms: rent, term, fees, responsibilities, and insurance – just to name a few. 

LOCATION

HISTORIC CHESTNUT HILL 

40 West Evergreen Avenue, Suite 104

Philadelphia, PA 19118

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