Because of the sizable group of corporate clients, both large and small, its Tax Business, Corporate and Planning is a significant part of the Firm’s practice:

General Corporate
Entity selection, corporate governance, Sarbanes-Oxley, indemnity, business judgment, preemptive and dissenting rights, fiduciary, valuation, and corporate opportunity; day-to-day administrative, organizational and operational issues; pre-incorporation, shareholders, LLC Operating, voting, proxy, subscription, investment, venture capital, private placement, partnership, joint venture, management, production sharing, voting trust and employment/consulting agreements; conduct of annual public and private meetings; and business plans, offering circulars and loan presentations.

Small Businesses
Succession Tax Planning, Buy-Outs, Control, Management, Integrated Tax Planning, organization, employment, contracts; landlord/tenant, real estate.

Acquisitions
Numerous fields, large and small, local, national and international; all phases, including, structure, negotiations, letter of intent, confidential memo, invitations to bid, audit, allocation of price, tax, real estate, litigation, labor, pension, withdrawal liabilities, earn-outs, UCC, SEC, FTC, DEC and other regulatory, lending, security/escrow and indemnification; tax effects, tax cost basis, recapture and rollover capital; stub period issues, Net Worth, Earn-outs, Working Capital, cash and other price adjustments, accounting issues and adjustments; Due Diligence investigation and comprehensive Document-Investigation Schedules (see Taxation).

Contracts
An extensive variety of business contracts, from goods and services to manufacturing, computer, hospital, banking and employment benefits.

Distributorship
Franchising; Sales Representatives; Distributorship Agreements; Territory, Quotas, Non-Compete, Capitalization and Termination.    

Recapitalizations

Redemption; Liquidations; Dissolution; Consolidation; Merger; other Reorganizations.

Corporate Finance

Commercial secured/unsecured (mixed currency) lending, project financing, participation/syndication, bonds, venture capital, LBOs, IDA, JDA and SBA (see Banking).

Federal Securities Laws
Public offering, registration, due diligence, private placements, venture capital investments and exemptions; takeover defenses and restructuring; Rule l44 opinions, proxy statements, tenders, periodic reporting and compliance (Annual Report; 10K, 10Q, 8K), Sarbanes-Oxley, listings and disclosure; and, remedies, fraud, short-swing profits, manipulation, RICO, sales and brokerage compliance and registration, regulatory proceedings and arbitration/employment practices; churning, unauthorized trading, suitability, fraud and supervisory failure.

Antitrust
Restraint, trade practices, conspiracy and compliance.

Trademark
Trade name/mark copyright registration and refiling, agreements, licenses, royalties and disputes in the literary, software and musical fields.

Environmental
Preliminary analysis, Phase I and II Investigations, regulatory compliance and notice of violation issues, coordination/supervision of remedial measures, insurance issues and claims; PRP and Banking exposure; indemnity/contribution under CERCLA; bank lending issues and regulatory proceedings, including, DEC, EPA applications, orders on consent, negotiations, RIFS, IRMs, RODS, etc.,; PRP representations; reclassification and limitation of sites; oil and gas terminals, tank storage and specialty manufacturing issues.

Construction
Heavy & Building construction, environmental, municipal bids and contracts, defaults, maintenance, contract disclosures, retainage, conduct of site, etc.