Our business clients, both large and small, call on us for legal services on a variety of matters in an increasingly competitive business environment. We are dedicated to providing them comprehensive legal services of the highest quality as efficiently as possible.
BUSINESS ORGANIZATION AND OPERATION
Formation
Many aspects of a business enterprise are affected by the decisions made during its formative stage. The type of business entity chosen, and its capital and management structure, can affect its options for expanding, attracting future investors and employees, retaining valued employees, and merging with or acquiring other businesses. The availability of a wide variety of business entities, including C corporations, S corporations, limited liability partnerships, limited partnerships and limited liability companies, results in businesses having many, and sometimes confusing, options. We organize new businesses and new enterprises of existing businesses to minimize tax exposure, minimize the risk of liability to owners and managers, provide for effective management, maximize options for the future and, most important, meet specific needs of the particular business.
Operations
Every business operates differently and therefore has different legal needs. We advise our business clients with respect to a diverse set of issues from the fiduciary duties of directors, officers and managers to the necessity for qualifying to transact business in other jurisdictions. We draft and review contracts of every sort, dealing with marketing and licensing to franchise, dealership, and distribution. They also include purchase and sale, vendor and subcontractor agreements. We assist clients in obtaining licenses and permits and complying with governmental regulations.
Changes
Changes in the economy, market, technology, and goals of business owners may prompt the need for a fundamental change in strategy, which in turn may require fundamental changes in the organization or operation of a business. These changes can raise a variety of management, tax and regulatory concerns. We help our business clients to reorganize, liquidate, refinance, restructure, and to negotiate joint ventures, mergers, equity investments, and other strategic transactions to meet their changing needs.
MANAGEMENT
Good management is necessary for success regardless of the size or complexity of a business. We assist our clients in planning for effective management during the formation and operation of a business entity. We prepare LLC operating agreements and shareholder agreements to provide how entities will be managed and capitalized.
FINANCING
Rapid change in the business world has remained a constant in recent years. Business growth and prosperity are often driven by finances. There are many different sources of credit available to businesses, each with unique attributes. We regularly represent borrowers and lenders, helping businesses structure financing transactions, including mortgage transactions, asset-based loans and stock transactions, to deal with change and foster growth.
EMPLOYMENT LAW
The relationship between employers and employees has become increasingly complex and litigious over the years. In a highly competitive marketplace, valued employees are frequently difficult to retain. The increased protection of employees through the enactment of non-discrimination laws and the ever-increasing needs of employers to protect their trade secrets can strain the employer-employee relationship. Employment agreements, non-competition agreements, stock option plans, incentive compensation programs and employee handbooks are common tools used to address some of these concerns. We advise our clients in all aspects of labor and employment law, including: employment discrimination litigation and prevention; sexual harassment; wrongful termination; policies and handbooks; compliance with state and federal laws and regulations; employment contracts and employment at will; hiring, discipline and discharge; independent contractor status; and compliance with state and federal laws and regulations, including Americans With Disabilities Act, Family and Medical Leave Act, Fair Labor Standards Act, and unfair labor practices.
BUSINESS TAX
Tax laws affect businesses and their owners and employees in a variety of ways. Employment-related taxes, sales taxes, income taxes, and excise and real estate taxes may all affect the operations of a business. Mergers and acquisitions, corporate restructuring, dissolution, redemptions, asset sales and transfers of ownership all require careful tax planning for business entities and their owners. As part of our business law practice, we work closely with clients and their other advisors to address relevant tax issues.
ANTITRUST AND TRADE REGULATION
Federal and state regulation of trade affects many businesses. Further, the laws of many states allow for private enforcement of trade laws. The Connecticut Unfair Trade Practices Act affects our clients in many ways. We also help our clients comply with the antitrust and other trade laws, from preparing Hart-Scott-Rodino and Exon-Florio filings to advising clients regarding pricing and other competitive practices.
BANKRUPTCY AND CREDITORS' RIGHTS
Bankruptcy may affect not only the business in trouble but all the other businesses and entities with which it has relationships. The bankruptcy of a major supplier or customer can have a significant impact on a business. We help creditors evaluate and protect their rights, file claims and defend preference actions. We also counsel businesses and individuals who face cash flow problems or insolvency.
PROPERTY
Intellectual property is an important business assets. We help our clients obtain and defend trademarks. We advise our clients on copyright issues, including software, and internet law matters.