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BUSINESS
PRACTICE
Our
business clients include manufacturers, service companies,
health care providers and systems, software developers,
contractors, grocery store chains and retailers. They are
both publicly traded and closely held, and include corporations,
partnerships, limited liability companies and sole proprietors.
We serve as general counsel to businesses situated within
New York and as New York counsel to businesses based elsewhere.
Areas of special experience include the following:
Organization. We help our clients decide
which business model best fits their needs. We are experienced
in structuring, restructuring and dissolving corporations,
partnerships and limited liability companies.
Acquisitions and Sales. We have significant
experience in the sale and acquisition of businesses. These
transactions have included sales of assets, stock, mergers
and consolidations. We have guided many clients through
due diligence review, focusing attention on important areas
of exposure, while controlling the cost and length of the
process in a manner that reflects the nature of the transaction.
Some of these transactions have occurred as the result of
the purchase of assets through proceedings in bankruptcy
court.
Shareholder Rights. We have represented
both majority and minority owners competing for control
of closely held businesses. We are fully conversant with
the rights of “oppressed” minority shareholders,
including their rights of appraisal. We have counseled our
shareholder clients concerning such strategies as so-called
minority shareholder “squeeze-outs.” Our experience
negotiating, and when necessary, litigating disputes among
business owners has enabled us to anticipate and address
potential points of conflict through well-drafted shareholder
voting and buy-sell agreements.
Director and Officer Responsibility. We
are often asked to conduct educational seminars for corporate
directors concerning their fiduciary duties. We are experienced
in handling issues involving conflict of interest, the application
of the corporate opportunity doctrine, and the standard
of care required of corporate fiduciaries.
Taxation. We provide tax advice concerning
sophisticated issues in the area of income, franchise, real
estate transfer, real property, and sales and use taxes.
We have successfully represented clients before the Internal
Revenue Service and the New York State Department of Taxation
and Finance.
Financing. We provide advice regarding
alternative means of financing acquisitions and operations,
including conventional bank loans, taxable and tax-exempt
bond financing, venture capital investments, seller-financing,
public offerings and capital leasing. We are attentive to
both the financial and operational concerns of our clients
and endeavor to ensure that the financing documents do not
unnecessarily restrict our clients’ freedom to operate.
Real Estate and Construction. We provide counsel
on the purchase, sale and lease of real property. We are
experienced in all phases of real estate development, including
environmental and land use approval processes, and the preparation
of the legal documents and contracts associated with complicated
projects. Over the years, we have represented numerous owners,
contractors, subcontractors and design professionals in
connection with construction-related disputes, including
claims arising from catastrophic failures.
Employment Relationships. We advise businesses
in their legal relationships with top management and key
employees, as well as rank-and-file employees. We provide
counsel in all areas of employment law, including wage and
hour, employee benefits, Family and Medical Leave Act, disability
and employment discrimination. We are often called upon
to defend charges of wrongful discharge, employment discrimination
and sexual harassment. When high-level employees leave a
business, there are often disputes involving restrictive
employment covenants and the protection of trade secrets
and proprietary information. We are highly experienced in
handling these matters. Our litigation background has also
given us special insight into drafting legal documents,
such as employment contracts, in a manner providing the
greatest protection and flexibility for the employer.
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