Business Law

Stein Sperling assists clients in the start-up phase of their business life cycles as they take critical steps to establish the foundation of their businesses. These steps can include choosing an appropriate entity type, hiring employees and drafting straightforward operating and ownership agreements to help reduce risk and the possibility of future disputes. We carefully listen to our clients’ objectives, and then analyze the nature of their business ventures, taking into consideration management and ownership structures, financial issues, degree of risk involved, as well as tax and other ramifications specific to each form of business.

Based on our analysis, we recommend an appropriate business and ownership structure, then execute formation strategies that benefit our clients. Our attorneys draft contracts, as well as operating and ownership agreements tailored to each business’s ownership structure and objectives. These agreements can reduce liability, mitigate risk and provide a clear structure for dispute resolution and transitions in ownership. They also provide guidelines for management of the business in the future. In addition, we advise clients on employment policies and practices, owner and executive compensation structures (equity and non-equity), and capital raises.

After helping clients establish their businesses, we help owners and boards of directors maintain their operations, fostering growth while complying with organizing documents and protecting owner and shareholder investments. Our attorneys regularly handle complex business matters related to governance, transitions and transactions, strategic planning, extending product lines, raising financing, spinning off business units, offering new services or products, as well as dissolutions and dispositions through sale or merger. As new federal, state and local laws take effect, we help our clients avoid legal and regulatory pitfalls and take advantage of benefits new laws may afford them.

Throughout every stage of a client’s business, we encourage an eye to the future. We focus on business success and growth by implementing programs and procedures that allow our clients to be proactive, avoid controversy where possible and be strongly positioned in the event that controversy arises.

Stein Sperling is well versed in negotiating, structuring and implementing commercial transactions such as acquisitions (stock and asset), mergers (stock, cash, etc.), tender offers (hostile and friendly), corporate spin-offs and leveraged buyouts. As our clients’ businesses expand and contract, we approach each transaction with their financial considerations and long-term strategic plans in mind. Our attorneys carefully listen to clients’ objectives before aggressively pursuing their interests in any transaction, including appropriate structures to maximize tax savings.

When our clients buy or sell some part of an entity, we advise and assist them with due diligence, including sales and supply agreements, relevant contracts, research and development agreements, licensing, franchising, distribution and indemnifications, negotiating representations and warranties. Our attorneys also advise clients on transfers of technology and intellectual property, as well as trademarks, copyrights and licenses. With regard to acquisition financing, we can recommend an approach best suited to the transaction considering the benefits and risks involved. Options include bank or institutional loans, venture capital and angel investors. Our attorneys are experienced working with private equity investors, as well as institutional lenders and lender groups. Attorneys in our real estate department are available to assist with lease transactions, as well as estoppels, consents and waivers as part of the deal.

Stein Sperling also advises clients as they establish and implement exit strategies for executives and owners, including transitions of ownership to partners, family members or chosen employees. We understand that an owner’s interest in a closely held business may be his or her largest and most important asset. Our business law attorneys work side-by-side with our full-service estates and trusts department to protect clients’ assets and interests. To prepare for transitions in ownership, we analyze the business’s needs and existing ownership structure, as well as the goals of its current and future owners. We advise clients on advanced planning related to tax structures and help them anticipate transitions and tax savings, while avoiding points of potential conflict.

Another form of business transition is the process of dissolution, or winding up. A business “divorce” involves issues of control, ownership and distribution of property, as well as potential payments. These business decisions are often accompanied by high-stakes conflict and intense emotions. Our attorneys lend a depth of experience in negotiation and, when necessary, litigation to resolve disagreements as part of the dissolution process.

Stein Sperling is well known for helping clients analyze the tax benefits, liabilities and requirements associated with all phases of a business’s life cycle, from formation and growth to transitions and dissolutions. We also advise clients on year-end tax planning and allocation strategies. For these services, our business clients rely on the knowledge and experience of attorneys in our tax law department who can help them evaluate and plan for the intricacies of business and personal taxes in efforts to minimize their tax liability.

Many of our tax attorneys are Certified Public Accountants and hold Masters of Law in Taxation. This additional training, along with regular participation in continuing education programs, frequently as speakers, allows them to anticipate changes to tax laws, regulations and rulings. They apply that knowledge in assisting business owners with short- and long-term tax planning. As tax consequences surface in virtually every business transition, transaction or growth decision, our tax attorneys work closely with our business attorneys to devise current and relevant strategies to benefit our clients.

More information on our Tax Law services.

Stein Sperling has worked closely with generations of family business owners and executives. Our goal in these relationships is to facilitate the success and growth of our clients’ businesses as they transition between generations of ownership. To that end, we provide advice related to governance, risk management, employment, real estate and tax matters, as well as continuity and succession planning. In addition, we help family business owners anticipate risk and conflict through each stage of their business life cycle. By strengthening our clients’ family businesses, we endeavor to strengthen unity among the family members we serve.

As family businesses pass from generation to generation, transferring ownership control and assets can be a complex and emotional process. Our attorneys work with families to do advance planning for these transitions, minimizing conflict and stress. We apply our knowledge of what makes such transitions successful to our clients’ immediate needs and long-term goals, and those of each generation involved. If disputes arise within the family as part of this process, our attorneys are highly skilled at dealing with those conflicts and negotiating them to resolution.

Family business succession planning is a vital component for any closely-held business owner’s estate plan. Our business attorneys work closely with our full-service estates and trusts department, coordinating our efforts to plan business ownership transfers using methods that satisfy our clients’ personal objectives while minimizing risk and tax burdens.

For additional information on our Estates and Trusts services, click here.

Owners of professional practices are subject to the same important business decisions as any other business owner. Doctors, dentists, accountants, lawyers and owners of other licensed professional practices frequently call upon our attorneys to help them take as good care of their business as they are of their patients and clients.

When setting up professional practices, our business attorneys assist clients with entity selection and formation, as well as management and governance. We work closely with our real estate attorneys to negotiate leases for office space and space sharing agreements. As practices grow, owners may choose to add associate members. These changes require developing employment contracts, partnership tracks, non-competition agreements and compensation plans. Further, when more than one person will be involved in ownership of the practice, our attorneys assist in designing appropriate business agreements that consider issues ranging from buy-in methods to exit strategies.

Another important consideration for professional practices relates to their employment policies. As with our other business clients who employ support staff, we can advise on employment issues such as employment manuals, workplace policies, hiring and termination procedures, as well as compliance with federal, state and local laws.

Stein Sperling provides valuation services to owners of businesses and professional practices. Our team of attorneys includes Certified Valuation Analysts who are able to assign values to a business and an owner’s interest in his or her business for acquisition and sale planning, estate planning and transfers of ownership, among other purposes. Business valuation can also be a critical component of family law disputes where marital property, alimony/custody arrangements or child support are at issue. In these types of cases and in general commercial disputes, clients call upon us to provide expert witness testimony in business valuation.

Business owners wishing to position their company for acquisition often use our strategic valuation planning services, which are also valuable to clients wanting to determine an appropriate purchase price for a business or investment.

When business and commercial disputes arise, Stein Sperling’s business attorneys work closely with our litigation team to strengthen our clients’ positions. We help clients in negotiations, often in alternative dispute resolution settings. When those methods fail, our experienced team of trial attorneys is able to aggressively pursue judicial relief in the courts or defend any claims brought against business owners, managers, directors or officers.

We have extensive experience in many areas of business litigation, including ownership disputes, breach of contract, business torts and fraud, shareholder or derivative actions, commercial real estate litigation, business liquidations and dissolutions, technology and intellectual property controversies, commercial collections and tax controversy. We also assist business owners with disputes in employment matters, including enforcement of restrictive covenants and confidentiality agreements, as well as defending discrimination and wage and hour claims.

Our attorneys regularly represent clients at the federal and state levels, in trial and appellate courts, and before administrative agencies and boards of appeal. Our insight, experience, knowledge and creativity allow us to effectively and efficiently represent clients’ interests in all of these arenas.