Business, Corporate and Tax

Forming a business or nonprofit organization can be challenging, which is why we partner with you every step of the way. We will guide you through entity selection and formation, internal governance, debt and equity financing and the commercial/constituent relationships that arise from a budding organization.

Our attorneys are equipped to provide guidance and strategy for limited liability companies and partnerships, limited partnerships, general partnerships, C-corporations and S-corporations, professional corporations, sole proprietorships, joint ventures and non-profit organizations. We counsel clients in choosing the proper entity type taking into account taxation and liability, financing and other considerations.

Whether you are forming or reorganizing your business, growing to new heights, or preparing for next phase of leadership at your company, tax efficiency should be considered early and often. We have capable attorneys who can counsel you regarding specific tax implications for:

• Business formation including corporations, s-corporations, partnerships, LLCs, nonprofits and the preparation and filing of Form 1023
• Tax planning for business succession including Operating Agreements and Buy-Sell agreements
• Real estate structuring/restructuring and planning, especially drafting agreements with specific language for tax advantages and handling PA Realty Transfer Tax
• Dissolutions and liquidations
• State and local tax assistance and analysis including sales tax
• IRS and State tax appeals and abatements
• Employment tax matters

Synergy cannot be achieved without thoughtful planning and implementation. Mergers and acquisitions help buyers work to achieve their objectives and gain leverage in a competitive market, while aiding sellers to transition to retirement, concentrate on a core business, or move to a next stage in their business life. Our attorneys work with private, public and nonprofit buyers and sellers through structuring, due diligence, drafting, negotiating and closing. Our attorneys possess the knowledge and experience to guide clients through weighing the risk and benefits of each aspect of the transaction to help ensure that favorable outcomes are achieved. We also regularly provide counseling and tax analysis for entity clients and owners regarding shareholder, membership, and partnership agreements, withdraws and buyouts.

Funding a business is no small feat and determining which financing method is best for your business can be confusing. Our attorneys help clients evaluate the market and understand the facets of different funding methods to ensure that clients are well positioned to meet their business objectives. Our attorneys frequently advise clients on the benefits and risk of government, debt and equity financing.

To expand a business, individuals may utilize venture capital and private equity funding. We advise clients who are providing or seeking investment. Our attorneys aid clients throughout the planning, implementation and exit process of the investment partnership.

Our attorneys have experience counseling clients regarding sales and distribution relationships and regulations relating to franchise, distribution and sales representative relationships and pricing. We assist clients with national and international customer bases in developing commercial documents.

Our attorneys negotiate critical commercial contracts including:

• Supply and purchasing agreements, including contract manufacturing, private label and exclusive agreements
• Nondisclosure agreements
• SaaS licensing agreements
• Professional services agreements
• Consulting agreements

Without formal and thoughtful agreements in place, business owners are vulnerable to disputes relating to ownership transfer rights and obligations, decision-making authority, profit and loss allocation and distribution issues. We help clients mitigate these risks by creating and counselling our clients through appropriate governance documents – whether they be operating agreements, partnership agreements, shareholder agreements or articles of incorporation and bylaws – that optimize stability and certainty in otherwise uncertain situations.

A key aspect of our role is to advise clients to plan for the future of their business. With succession planning, we work closely with our estate planning group to assure our business owner clients consider their full financial picture and life objectives as they navigate the sale or transition of their business.