Business and Corporate

The business attorneys of Goodman Allen Donnelly provide a full range of legal services; handling and structuring virtually every type of transaction on behalf of entrepreneurs, business owners, start-ups, growth and mid-size companies. We advise clients on the regulatory and legal risks of their business methods and operations and counsel them about the impact of proposed future regulations. We build strong relationships with our clients as strategic partners so that we are better able to understand their business needs and goals. Together we work to develop practical legal solutions that meet their objectives, provide efficiency in their businesses and protect their viability and profitability. Our proactive approach focuses on identifying, counseling and integrating best business practices for our clients so as to minimize the risk of future litigation. When disputes do arise and litigation become necessary, Goodman Allen Donnelly has a team of seasoned litigators in diverse practice areas that understand the unique challenges and potential liabilities businesses face in today’s world. They work with our clients to achieve their objectives from pre-litigation to resolution.

Business and Corporate Services

Business Formation
We regularly assist clients with forming new business entities. Our fixed fee includes advice regarding the best type of entity (limited liability company, corporation or partnership) based on the type of business, risks and tax factors. Our fixed fee also includes basic startup documents including a single member operating agreement (for a LLC) and bylaws, initial consents, stock certificates and a minute book (for corporations).

Buying or Selling a Business
The purchase or sale of a business is one of the most important transactions that a business owner will undertake. We have broad experience in representing buyers and sellers of numerous types of businesses, including manufacturing, construction, technology, health care, real estate and service businesses. We bring a practical approach to acquisitions while ensuring that the deal is structured in a tax efficient manner. As with most of our work, we offer up-front, fixed fee pricing for business acquisitions and sales.

Capital Raising
Whether a business is seeking initial seed capital, expansion capital or venture capital, we have experience in structuring private securities offerings that preserve the founder’s control while offering attractive terms to investors. We have assisted businesses in the technology, health care, government contracting, construction, real estate and service industries raise over $1 billion in private securities offerings.

Confidentiality and Non-compete Agreements
We regularly prepare and review employee non-competition and non-solicitation agreements that protect businesses from their employees soliciting customers and using confidential information. We also prepare and review confidentiality agreements that protect businesses when negotiating joint ventures, customer agreements and business acquisitions.

Contract Drafting and Review
We draft and review a wide variety of “day-to-day” contracts including customer agreements, purchase orders, vendor agreements, marketing and distribution agreements, independent contractor agreements, employment agreements, consulting agreements, commercial leases and licensing agreements. For clients with a high volume of sales, we can create a “form” customer agreement that can be utilized for all of its sales transactions.

We review franchise agreements and associated documents on behalf of potential franchisees purchasing a franchise. We also assist franchisees in the sale and purchase of their franchised business and in the negotiation of the terms of approval with the franchisor.

Government Contracting
We regularly represent government contractors in the preparation of non-disclosure agreements, teaming agreements and subcontract agreements and are familiar with the regulations impacting such transactions. We also assist clients in structuring business ownership and management in compliance with SBA set-aside programs, including small business, veteran owned small business and 8A programs.

Joint Ventures
Businesses often partner with other businesses to provide products and services to their customers in a cost-efficient manner. Often, these arrangements are structured as joint ventures. We have represented numerous businesses in the creation of joint venture arrangements – including both “contractual” joint ventures and joint ventures involving the formation of a new entity with each business as a member of the entity. We are familiar with the important issues involved in a joint venture, including duties of joint venture members, capital requirements, decision making and profit splits.

Loans to Businesses/Financing
We regularly represent businesses in loan transactions involving local, regional and national lenders. These include loans to purchase businesses, loans used for business expansions, and credit lines used for day to day cash flow needs. We also represent borrowers in SBA backed loans and have relationships with a number of SBA lenders.

Succession Planning
Succession planning involves strategically planning the transfer of ownership and control of a privately held business. Good succession planning reduces the risk of business failure upon the owner’s death or disability and ensures that the value of the business is maximized. For family owned businesses, succession planning can facilitate a smooth transition to the next generation. We will meet with you and your advisors, review your business structure, review your current personal estate plan and discuss your goals. We will then develop a succession plan based upon your unique business and personal situation. We will also assist you in the implementation of the plan.

We are experienced in state, federal and local tax matters affecting partnerships, limited liability companies, tax-exempt organizations, trusts and estates, public and closely-held corporations and real estate businesses including Real Estate Investment Trusts. We provide tax advice for routine and complex business and real estate transactions, joint ventures, debt modifications, mergers and acquisitions and other business reorganizations.
We are a leader in the area of Section 1031 exchanges (also called like-kind, deferred, or Starker) exchanges and regularly represent taxpayers and qualified intermediaries in all aspects of 1031 exchanges, including:
• Advising clients of the requirements of successfully completing an exchange.
• Structuring exchanges to ensure compliance with federal and state law.
• Representing dispositions and acquisitions of relinquished and replacement properties.
We have extensive experience in both personal property exchanges and real estate exchanges, and have structured everything from simple simultaneous and deferred exchanges to complex reverse, and reverse build-to-suit, exchanges. Our experience allows us to close exchanges promptly, and to find creative solutions for qualifying non-standard transactions for tax-deferred treatment.

Real Estate Securities
We regularly advise private real estate companies, including private REITs, on a full range of corporate and securities matters, including private placements of securities; other equity and debt financing; mergers, acquisitions and other strategic business combinations; joint ventures; and general corporate, partnership, tax and real estate matters. We have structured offerings of tenant-in-common interests for Section 1031 exchange programs, common and preferred REIT stock, limited partnership interests, LLC membership interests, beneficial interests of Delaware statutory trusts, and debt securities.
We routinely advise real estate companies in virtually all aspects of real estate securities work, including:
• Real estate investment fund formation, and investments, and general securities and corporate law compliance and corporate governance.
• Private offerings of tenant-in-common interests for Section 1031 exchanges.
• Private offerings of equity and debt securities, including follow-up equity offerings.
• Mergers and acquisitions.
• Joint ventures, strategic alliances and other strategic investments.

We provide counsel and services related to federal and state securities laws and regulations for privately held companies, individual investors, investment advisors, broker-dealers, insurance companies and corporate officers. We have extensive experience in all areas of regulatory compliance, including private placements under Regulation D of the Securities Act of 1933, and registration under the state securities or Blue Sky laws.

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