We assist clients in evaluating and choosing the best form of business for their particular circumstances – a choice that will have lasting implications for ownership, liability and taxes. Once the choice is made, we also document relationships among the equity holders of the business, including corporate governance documents, shareholder agreements, limited liability company operating agreements, executive employment agreements and buy-sell agreements.
We are a trusted advisor to our business clients. Our investment of the time and resources necessary to be familiar with the business practices, needs and long-term objectives of our clients enables us to provide appropriate and informed counsel, as well as to assist in the design and execution of policies, processes and strategies that comply with applicable laws and facilitate business and revenue growth.
We draft, negotiate and review all varieties of commercial agreements and understandings between our clients and their strategic business partners, such as vendors, customers, employees and consultants. A properly crafted agreement which addresses the needs and concerns of all stakeholders not only reduces the risk of dispute (and all of the attendant costs, such as lost business and litigation expense), it serves as a vehicle for maintaining healthy, profitable business relationships.
We represent borrowers and lenders in lending transactions of all types, including commercial, asset-based, real estate and construction loans. There are few businesses that can grow without additional capital, and even fewer that will survive if the terms associated with its debt are not suited to its business needs. Experienced and skilled counsel can assist both lenders and borrowers in optimizing loan transaction terms so that the needs and expectations of the parties are clearly stated and, more importantly, achievable in view of anticipated business conditions.
We provide proactive and creative counsel to clients buying or selling a business. Choices made regarding transaction structure (stock or assets), purchase price terms (cash, seller financing or earn-out), scope of due diligence, and allocation of post-closing risk and liability all will materially impact the parties’ realization of the anticipated benefits of the transaction. We ensure that the deal the client wants and expects is the deal that the client gets.
We offer sophisticated yet practical advice to parties who are engaged in technology or other intellectual property transfers, buying a franchise, or acquiring rights or undertaking obligations in other so-called “new media” transactions involving development, ownership or licensing of software, trademarks or content. The proliferation of internet marketing, “cloud computing” and social media, with their attendant issues of data privacy and security, require counsel who is not only tech-savvy, but who also understands the larger legal context in which these issues arise.
We represent clients buying, selling or financing (as lender, borrower or equity investor) all forms of commercial real estate, including properties and projects relating to retail, commercial office, industrial, warehouse, residential and “mixed-use” development. As a member of the United States Green Building Council (USGBC), the firm is well versed in, and has access to, the latest tools and standards applicable to so-called “Green Building” design and related smart growth initiatives.
We assist clients in the proper assessment and allocation of environmental risks and liabilities. Even though federal, state and local governments as well as private citizens have spent untold billions on the remediation of hazardous waste sites and the improvement of air and water pollution control technology, we live in an age in which the impact of poor environmental stewardship is keenly felt, and in which environmental issues remain at the top of the regulatory agenda. The firm’s founder has been practicing in the area of environmental law and sustainability since the mid-1980s, and served as Chairperson of the Environmental Law Section of the New Jersey State Bar Association from 2001 - 2002. From ISRA compliance to wetlands, air pollution to cost recovery, the firm can ably assist clients in navigating the often murky and highly technical landscape of environmental law, regulation and policy.
Although a growing number of business entities operate in the “virtual” sphere, most still require a physical base of operation. Whether for an office, warehouse, retail or industrial property, a lease transaction often involves a material, long-term commitment of financial resources, and a high degree of legal complexity. We remove the mystery from the pages of fine print, and assist our clients in properly evaluating the financial and legal implications of these critical transactions.
Real estate remains a popular investment vehicle for both active and passive investors, and often serves as a long-term income-producing asset separate and apart from other business assets. The firm possesses the expertise to not only guide clients through the maze of land use, title, leasing, mortgage financing and other purely real estate aspects of an investment transaction, but through its knowledge of business structures, it also assists clients in the entity selection, governance and tax implications often encountered in real estate investment transactions.
Construction – Building of any sort is a high-risk proposition. Whether our client is owner, contractor, or lender, the firm is able to provide expert counsel on the management of risk in construction projects through proper structuring of the parties’ contracts.
We assist individuals in planning for their long-term needs and for the passage of their property and assets at death. Estate planning techniques range from a simple will to special needs trusts. Some planning techniques (such as life insurance trusts and so-called “credit shelter” trusts) are motivated by a desire to reduce the tax burden on the estate; others by a desire to provide for the care and well-being of children and future generations. Whatever the situation, the firm assists clients in designing and structuring the estate plan that best suits their needs and accomplishes their objectives.
Following the death of a loved one, the task of assembling and distributing assets can be daunting. We assist survivors and fiduciaries (executors, trustees, or administrators) in complying with the necessary legal processes and liquidating or otherwise disposing of assets, and often serve as the primary interface to institutional lenders, brokers and other third parties in control of the assets of the deceased.
As part of the planning process, we counsel clients regarding the advisability of putting legal documentation in place (such as powers of attorney and health care proxies) that will permit others to act on their behalf in the event of mental incapacity.