Corporate, Business and Transactional Planning
Covering the entire spectrum of commerce and industry, The Kaplan Law Group’s business clients are engaged in a variety of diverse transactions and include businesses ranging from start-up business ventures to well-established enterprises. When counseling clients, in addition to excellent legal advice, our attorneys suggest strategies and practical solutions for the planning, organization, recapitalization,
and restructuring of new or existing businesses. Clients receive holistic advice relating to all aspects of the enterprise, which maximizes the accomplishment of their objectives. We guide our clients through the applicable legal landscape, assure compliance with relevant laws and regulations, and provide prompt, effective and attentive personal service.
The following is a brief description of some of the more prominent transactional practice areas in
which The Kaplan Law Group is proficient:
Closely Held Businesses
In addition to the usual business law matters, closely held businesses need practical advice to meet their unique needs, both from
a business entity and tax perspective.
Through our extensive knowledge and experience working with the owners of closely-held businesses, and because of our exposure to numerous complex transactions, we are able to prepare effective terms of operating agreements, shareholder agreements, and buy-sell arrangements for corporations, LLCs, partnerships, and joint ventures. Our attorneys structure innovative solutions that are available for corporations, limited liability companies and partnerships, taking advantage of the flexibility offered by those entities.
Our attorneys have extensive experience in crafting, developing and implementing buy-sell arrangements, life insurance arrangements that minimize liquidity problems during estate administration, family limited partnerships (and unwinding family limited partnerships), non-qualified deferred compensation arrangements, private annuities and sales to intentionally defective grantor trusts. Our attorneys counsel
our clients in connection with the transfer of their businesses from one generation to the next, so as to maximize the tax benefits that may be available to the clients and to minimize any tax obligations associated with the transition.
Our attorneys have participated in numerous transactions involving sales of closely-held businesses to key employees, other closely-held companies and Fortune 500 companies. We provide highly personalized and responsive attention to the needs of our clients in negotiating the terms of business sales to achieve the best possible results for them. Our attorneys structure the sale of a business in a tax-advantaged manner, including participating in Section 1031 like-kind exchanges and maximizing potential estate planning opportunities.
General Contract Matters
Our attorneys work with clients to develop and implement contractual infrastructures for the efficient delivery of products and services. We help clients accomplish both simple and complex commercial transactions. We have significant experience drafting and negotiating brand and technology licensing agreements, manufacturing agreements, distribution and sales agent agreements, supply agreements, sponsorship and advertising agreements, buy/sell agreements, distribution agreements, strategic alliances and consulting agreements. Our attorneys aim to ensure that contracts adequately protect clients from unnecessary business risk, maximize economic opportunity and accurately reflect the terms of the intended transaction.
Executive & Incentive Compensation/Employment Matters
An integral part of our corporate representation frequently involves the preparation of executive employment and consulting agreements. With our depth of experience in this area, we are frequently retained to negotiate employment and/or equity-related agreements for individual executives as well. We also design and implement equity compensation and/or phantom equity plans to meet the objectives of
our business clients. Our work in this area often includes coordination with our tax professionals to ensure that the arrangements are structured in a tax-advantaged manner, and to address compliance with changing tax rules, in particular those relating to “deferred compensation” arrangements that are covered by IRC Section 409A.
Outside General Counsel
The Kaplan Law Group has a substantial number of established corporate clients with in-house legal counsel and we are routinely asked to provide outside general counsel services to in-house counsel. As an extension of a client’s in-house team, we are dedicated to understanding that client’s unique business needs, its industry, management team, priorities and objectives. We provide guidance to management on corporate governance, fiduciary duty, regulatory, labor and employment, and transactional matters. In our role as outside general counsel, clients view us as a strategic partner who they can rely on for their ongoing legal issues as well as for proactive planning to avoid conflicts and minimize disputes if they occur.
Debt Financing and Private Equity
Our attorneys have extensive experience representing business entities in obtaining and negotiating the terms of debt and equity securities, including venture capital transactions, mezzanine loans, conventional bank loans and various types of secured and unsecured debt financing. Our extensive debt financing experience includes traditional inventory and receivables lending, other asset-based lending, term loans, lines of credit, project financing, construction loans and real estate mortgages. In addition to working with clients relative to traditional debt finance transactions, our attorneys have represented both targets and investors in numerous transactions and have become skilled in negotiating the complex and nuanced arrangements that will govern the relationship between the company founders and private equity investors. We are often required to advise as to the terms of warrants, conversion rights, anti-dilution, tag-along and drag-along rights, insurance funding, rights of first offer, liquidation preferences and management restrictions.
Business Acquisitions & Divestitures
The Kaplan Law Group is regularly engaged to represent buyers, sellers and other parties in all types of domestic transactions, including mergers, acquisitions, liquidations, divestitures, reorganizations, Section 338(h)(10) acquisitions, like-like exchanges, joint ventures and strategic alliances. Our industry experience includes manufacturing and distribution, real estate, construction, energy and natural resources, apparel, home textile, financial services, food/beverage, hospitality, fitness, retail, healthcare, technology and not-for-profits. As members
of a deal team, our lawyers manage all aspects of a transaction from conception to completion, including counseling clients in connection with organization, business operations and governance as they prepare for the transaction, identifying acquisition and divestiture targets, evaluating private equity and other potential suitors, conducting due diligence and tax review, and structuring and negotiating definitive agreements. We also assist with post-closing matters, such as dissenting shareholder procedures, post-closing adjustments and escrow disputes.