Corporate Transactions and Business Law
Megan Fooshée
Entities & Start-ups
We advise on entity choice, structuring and tax classification. We draft Partnership and Company Agreements that govern the rights of the partners, tax allocations, cash distributions, approval and veto rights, preemptive rights, anti-dilution rights, tag-along and drag-along rights, and other rights you may not even know you can negotiate.
Mergers & Acquisitions
For Sellers: We will help guide you through the process of negotiating your letter of intent and transaction documents while maximizing cash and minimizing your risk.
For Buyers: We will help you structure and negotiate the terms of the sale, including installments, promissory notes, earn-outs, net working capital adjustments, and transition services agreements.
Lease Negotiation
We can help you negotiate a lease that is fair and that will give your business stability for years to come. We have years of experience handling all stages of commercial real estate transactions.
We understand how to avoid traps and how to help you get the lease you need on the space you want for your business. Commercial leases are lengthy and highly technical. It is critical that you have someone on your side that speaks the language.
Commercial Contracts
Companies deal with and handle a plethora of relationships and agreements that bind them to their suppliers, customers, licensors, distributors and other strategic partners. We advise on collaboration, joint ventures and logistics.
Buy a Franchise
Review of Franchise Agreements and Franchise Disclosure Documents for potential Franchisees. Franchisors are the 800-pound gorilla, and you have to know what you can and can’t ask for. Megan can point out red flags and tell you areas where negotiation may be possible and beneficial.
Practice Start-ups
We help owners determine the best way to structure their medical organization and grow their group practice. We structure the organization in a way that helps maximize value upon sale. We help negotiate everything from the lease for your first office, employee offer letters, doctor buy-ins, all the way through the final sale.
To learn more about how we help health care practices, click here.
Employee Equity
Granting employees equity can have negative consequences and create a taxable event for the employee requiring a considerable cash outlay in that tax year. Megan can structure the grant to minimize tax consequences.
Dental, Medical & Vet Practice Sales
Our experience working with private solo practitioners and large groups alike make us well positioned to understand the market and get the best deal for your dental or medical practice sale. We understand the different transition models, what to watch out for when selling to a DSO or MSO, and how to best structure your position post-sale. We work with you to understand your goals and help you achieve the best outcome.
Trust & Estate, Asset Protection and Probate
Jamie Katzen and Sol Reifer
Estate Planning
Every individual and family needs to plan for the future. Our team specializes in providing peace of mind to our clients regarding passing on their hard earned legacies. Foundational estate planning usually includes Wills and/or Revocable Living Trusts and other ancillary lifetime agency appointment documents that ensure that those who you want to inherit your assets do so, and in the manner you desire.
Transfer Tax Planning
Generational wealth transfer is a large part of our practice. Careful planning can help mitigate application of the estate tax, gift tax, and generation skipping transfer tax. Our team utilizes various sophisticated wealth transfer strategies to help our clients achieve their wealth transfer goals in the most tax efficient manner possible.
Asset Protection
We believe that an essential part of our job is to protect our clients' hard earned assets. We use conventional and cutting edge asset protection strategies to help shield those assets from potential lawsuits and judgements. These solutions include domestic and international trusts and business entity structures.
Charitable Planning
Whether planning for charitable donation is motivated by a pure desire to do good, or for tax savings, or a healthy mix of both, our firm has substantial experience in planning, implementing, and assisting in the maintenance of charitable gift structures. These include donor advised funds, charitable lead trusts, charitable annuity trusts, private foundations, private operating foundations, public charities and supporting organizations.
Probate
Our legal team will help guide you and your loved ones through the probate process. While it can be an emotionally difficult time, we make every effort to lend the support necessary to efficiently and effectively assist families through the legal process of transferring a deceased individual's assets to their beneficiaries.
Pre and Post Marital Planning
Prudent planning maybe required when one is getting married, or has recently been married. Signing a Premarital or Postmarital Agreement to determine how one's assets will be treated in the event of divorce or death can be an excellent step to ensure the financial heath of a marriage.
Business Succession
Many of our clients are entrepreneurs who run a family or closely-held business. It is advisable to plan ahead of time regarding the transition of control and ownership to the next generation will occur. Family governance documentation and business succession arrangements are often needed to ensure a smooth and uncomplicated transition at the appropriate time.