attorney at law


Services

BUSINESS SELECTION, FORMATION AND GOVERNANCE
Forming a business entity to own assets and to operate a business provides business owners with limited liability protection. The
choice of entity includes limited liability companies (LLC), corporations (both C and S corporations), and partnerships (both general and limited).  Forming an entity, however, is not enough.  A corporation needs to complete the incorporation process by holding an organizational meeting to adopt bylaws, issue stock and deal with other important issues to maintain limited liability for its shareholders.  If a business entity has two or more owners, it would be prudent to have a written agreement to govern the entity and the relationship among the owners, such as a shareholders agreement for a corporation and an operating agreement for an LLC.  Among the issues to deal with are buy-sell provisions triggered on death, disability, departure and other events.  I have extensive experience forming business entities in New Jersey, New York and Delaware and preparing the agreements governing such entities and their owners.  In fact, I was on the select committee that drafted the New Jersey Revised Uniform Limited Liability Company Act.

  • Corporations, LLCs and partnerships
  • Formation in New Jersey or New York versus Delaware
  • Shareholders agreements, LLC operating agreements, and partnership agreements, including buy-sell provisions
  • Issuance of equity and debt securities
  • Private placements


          Representative Business Formation Experience

  • Represented founder in formation of business, with preparation of shareholders agreement, employment agreements, and confidentiality, invention assignment and restrictive covenants agreements.
  • Represented investors in an LLC, with preparation of amended and restated LLC operating agreement with waterfall distributions and required consent of investors for major decisions.
  • Represented founder in creating Class A voting common stock and Class B non-voting common stock, with amendment to certificate of incorporation and preparation of shareholders agreement, including buy-sell provisions.


BUSINESS ADVICE / GENERAL COUNSEL
Every business will need legal advice from time to time, from leasing real estate to borrowing money to entering into a contract to dealing with employees, and it is prudent to have a relationship with an experienced attorney who can assist you in a timely, efficient and economical manner.  I serve as outside general counsel to businesses and receive the first phone call from owners and managers on a wide variety of matters.  My clients include newly formed and established small and middle-market businesses in a wide variety of industries. 


          Representative Experience

  • Represented surviving member of LLC in dispute with estate of deceased member under circumstances where company’s operating agreement did not adequately include buy-sell provisions triggered by death.


MERGERS AND ACQUISITIONS / BUYING OR SELLING A BUSINESS
Buying a business involves a significant commitment of time and money, and some amount of risk.  Selling a business is often the result of a lifetime of work, with the sales proceeds funding retirement, and some amount of risk if the seller does not receive cash at closing.  Among the issues in M&A deals are the
structure of the transaction, tax consequences, collateral security for installment payments under promissory notes, and indemnification.  I have extensive experience with M&A transactions, for both buyers and sellers, and handle a dozen or more transaction every year.  I am involved in all aspects of such transactions, from non-disclosure agreements and letters of intent to legal due diligence to purchase agreements and post-closing issues.

  • Asset purchases, stock purchases, and mergers
  • Cash out merger to eliminate minority ownership
  • Majority and minority investments in existing businesses
  • Joint ventures and other strategic alliances
  • Conversions of corporation to LLC, and vice versa
  • Split-offs and spin-offs
  • Corporate reorganizations


         Representative M&A Experience

  • Represented manufacturer in $27M sale of business to a buyer funded by private equity with the transaction structured as an asset purchase, with earnout payments based on EBITDA and rollover equity.
  • Represented manufacturer in $8.5M sale of business structured as an equity purchase after the restructuring of the corporation to an LLC.
  • Represented distributor in $24M sale of business to a buyer funded by private equity with the transaction structured as a stock purchase, with rollover equity.
  • Represents private equity firm acquiring and investing in small businesses in the food and beverage sector.
  • Represented one of two snack food companies being consolidated into one parent holding company with two operating subsidiaries, including restructuring of promissory notes and subsequent equity financing of parent holding company.


CONTRACT PREPARATION AND REVIEW
Every business will need contracts prepared, reviewed and negotiated.  In fact, it is prudent for a business to have its own forms of contract to better protect it instead of simply accepting the other party's contract.  Even
boilerplate provisions in a contract are important, such as the law that will govern the contract, whether a court or arbitrator will resolve disputes, and the state where such disputes will be resolved.  I have extensive experience preparing, reviewing and negotiating many different types of contracts, agreements and other documents used by businesses, including employment agreements, consulting and independent contractor agreements, manufacturing, supply and distribution agreements, trademark licensing agreements, and warranties and other terms and conditions for sales of goods and services.

EMPLOYMENT LAW
Every business with employees will have questions about hiring, firing, benefits, discrimination, harassment, and the multitude of other issues and laws concerning employees.  I have experience advising ownership and management on a variety of legal issues that arise on a daily basis concerning employees.  I also assist executives and consultants on contract issues.  In this area, I prepare employment agreements, consulting and independent contractor agreements, employee handbooks, severance and separation agreements, and general releases. 


PROTECTION OF PROPRIETARY / CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

A business needs to protect its intellectual property, such as patents, trademarks and copyrights, trade secrets such as manufacturing processes and know-how, and proprietary and confidential information, such as customer lists, ingredients, recipes and formulas.  These are among the most important assets of a business, and a business needs to protect them through confidentiality and non-disclosure, non-solicitation, and non-competition provisions in its contracts with key employees (such as management, sales people and engineers), vendors and suppliers (such as contract manufacturers), and other third parties.  A business also wants to ensure that anything conceived, developed, created or authored by employees and contractors belongs exclusively to the business.  I have a lot of experience preparing such agreements on behalf of businesses and reviewing and negotiating them on behalf of key employees, vendors and suppliers.

LENDING / BORROWING
A business may need to borrow money from a bank or other financial institution or from a private lender to acquire, expand or improve a facility, acquire a business, or develop a product.  I have represented a bank and private lenders in loan transactions and have represented many businesses borrowing money on commercial mortgage loans, term loans, lines of credit and other loan transactions.

COMMERCIAL REAL ESTATE PURCHASES, SALES AND LEASING
Most businesses will need to lease space to operate their business, while other businesses may want to purchase real estate for its offices, warehouse or manufacturing facility.  Buying or selling, and even leasing, commercial real estate is often complex and involves comprehensive agreements.  I have experience representing buyers and sellers of commercial real estate and landlords and tenants of commercial leases.