Business and Tax

Our firm advises businesses, owners and management teams on a wide range of business and tax matters. Our clients include corporations, nonprofit organizations, limited liability companies (LLCs), partnerships (including general partnerships, limited partnerships, LLPs and LLLPs) and closely-held or family businesses. We invest our time to understand each client’s organizational structure and operations in order to become an integrated member of the client’s business “team.” For some clients, we provide counsel on substantially all legal matters, ranging from more routine issues to significant transactions. For other clients, we coordinate with in-house or general counsel to provide focused services. In either case, we take a practical, hands-on approach to identifying and solving our clients’ business and tax needs. We work with our clients to put them in the best position to identify and respond to both challenges and opportunities.

Choice of Entity and Entity Formation

We help our clients make the appropriate choice of entity determination to meet their business needs or the requirements of specific transactions. We advise clients on the organizational and operational issues related to corporations (including Subchapter S corporations), nonprofit organizations, LLCs, partnerships and joint ventures, and prepare the appropriate formation and governance documents to achieve the client’s objectives. We assist clients with organizational structuring of affiliated and subsidiary organizations in order to satisfy client needs as well as regulatory and financing requirements.

Nonprofit Formation and Tax-Exemption

We advise clients regarding the establishment of nonprofit organizations and assist with the formation of those organizations. We also assist nonprofit organizations on a wide range of governance and operational matters, including executive and other committee structures, conflict of interest policies, board of director and fiduciary issues, audit and accounting matters, fundraising, scholarships, contracts, leases, charitable giving and employment matters. We advise clients regarding the formation and use of subsidiary organizations to protect and preserve other assets, including the use of LLCs and partnerships for property acquisition and development. We have substantial experience representing nonprofit organizations in connection with their affordable housing and community development transactions.

Our firm assists nonprofit clients in applying for, securing and maintaining the appropriate tax-exempt status, including qualification for Federal income tax exemption under Section 501(c)(3) of the Internal Revenue Code as well as state income tax exemption. We also assist our nonprofit clients in securing sales tax exemption and property tax exemption.

Tax

We advise our clients regarding the tax issues arising out of the formation and operation of corporations, nonprofit organizations, LLCs, partnerships and joint ventures. The determination to utilize one form of entity rather than another is generally driven by tax considerations, and we have the experience to ensure that the choice of entity and governing documents reflect both the economic and tax objectives of our clients.

We also have substantial experience in transactions involving project financing through the Low Income Housing Tax Credit (LIHTC), Historic Rehabilitation Tax Credit (HRTC), New Markets Tax Credit (NMTC) and other state and Federal tax incentives.

Financing and Equity Syndication

Our firm assists clients in securing and closing financing for their operating and working capital needs, acquisitions, business expansion and development projects, including secured construction and term financing, mezzanine financing, asset based loans, bridge loans, lines of credit and letters or credit. We also represent clients in the syndication and placement of equity interests, primarily in the context of financing specific business and real estate transactions.

Governance and Regulatory Compliance

We help our clients understand applicable legal obligations and requirements and assist them in establishing policies and procedures to fulfill those obligations, including board of director and committee matters, compensation, audit and accounting, code of ethics, conflicts of interest, whistle-blowing and communications. We also assist clients in complying with environmental regulations and resolving environmental issues. We work with our clients to identify and achieve “best practices” in all aspects of decision-making related to governance and regulatory matters.

Sales and Acquisitions

We represent clients in connection with a wide range of acquisition and disposition transactions, whether involving an entire business or a single asset, as well mergers, reorganizations and other strategic business transactions. We also work with closely-held or family businesses regarding buy-sell, shareholder and put/call agreements, as well as owner withdrawal and separation matters.

Contracts, Leasing and Employment

We assist clients with a wide variety of contract matters involving their business operations, whether negotiating a new contract, renewing an existing one or resolving a contract dispute. We represent clients on all types of leasing matters, including both capital and operating leases. In addition, we advise clients on employment, non-compete, non-disclosure and termination agreements.