ICRH's corporate practice represents and advises individual and corporate clients in connection with a remarkable array of business transactions ranging from structuring or dissolving a company to complex tax, financing and real estate issues.
Our business clients include manufacturers, service companies, health care providers and systems, financial institutions, insurance companies and agencies, software developers, architects and engineers, construction contractors, supermarket chains and retailers.
They are publicly traded and closely held, for-profit and not-for-profit, and include corporations, partnerships, limited liability companies and sole proprietors. We serve as general counsel to businesses in New York and as New York counsel to businesses based elsewhere.
When it comes to corporate law, we mean business.
Our areas of experience include:
We help our clients decide which business model best fits their needs. Our attorneys are experienced in structuring, restructuring and dissolving corporations, partnerships and limited liability companies.
We have significant experience in the sale and acquisition of businesses, including sales of assets and stock, as well as 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. Some of these transactions have occurred as the result of the purchase of assets through proceedings in bankruptcy court.
We have represented majority and minority owners competing for control of closely held businesses, and are fully conversant with the rights of "oppressed" minority shareholders, including their rights of appraisal. Our attorneys have counseled shareholder clients concerning such strategies as so-called minority shareholder "squeeze-outs."
Because of our experience negotiating and litigating disputes among business owners, we can anticipate and address potential points of conflict through well-drafted shareholder voting and buy-sell agreements.
We are often asked to conduct educational seminars for corporate directors concerning their fiduciary duties. Our attorneys 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.
We provide tax advice concerning sophisticated issues in the areas of income, franchise, real estate transfer, real property, and sales and use taxes. Our team has successfully represented clients before the Internal Revenue Service and the New York State Department of Taxation and Finance.
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 the financial and operational concerns of our clients, and work to ensure that the financing documents do not unnecessarily restrict our clients' freedom to operate.
We provide counsel on the purchase, sale, lease and financing of real property. Our attorneys are skilled in all phases of real estate development, including environmental and land use approval processes, mortgage-based lending, and preparing legal documents and contracts associated with complicated projects.
Over the years, we have represented numerous owners, contractors, subcontractors and design professionals in construction-related disputes, including claims arising from catastrophic failures.
Our attorneys 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 other 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, to provide the greatest protection and flexibility for the employer.