Business Law

We specialize in counseling the owners of privately-held businesses. We realize that to the business owner, the business is never a “small” business, no matter how many (or few) employees it has and regardless of its revenues. Your business is the focal point of your life, consuming as much time and energy as your family. We will never lose sight of the critical importance of your business.

We let you handle the operations of your business. Our job is to ensure that your business navigates through the welter of laws and regulations governing unfair competition, intellectual property and employee relations, ensuring that your business is tax compliant and tax efficient.

Here is a short survey of the services we provide to the business owner:

Corporation and Limited Liability Company Formation

Very often, the first issue requiring our expertise is whether a business should be formed as a corporation, a limited liability company or a limited partnership. On occasion, multiple entities are preferable, often in more than one state. Sometimes, a “parent-subsidiary” structure will work best. In addition to preparing all of the documentation so that the business entity is legal and its taxes are as low as possible, we counsel our clients in the manner in which they should hold assets. Here’s one of many Klueger & Stein “Rules of Thumb”: “The entity that performs the services should never be the entity that owns the assets.” Robert Klueger and Jacob Stein have each published numerous articles on LLCs and choice of entity, and frequently lecture on these topics.

To read some of our published articles, click here.

Negotiating Joint Venture, Partnership and LLC Agreements

Contracts are the nuts and bolts of most businesses. The ability to protect one business owner from the wrongful actions of a co-owner very often is the difference between success and failure. We have witnessed scores of business owners who have come to grief because their business agreements were not in order before the business was begun.

We have helped hundreds of clients negotiate these types of agreements in all types of business settings. Real estate deals, international joint ventures and high-tech startups, we have seen and done it all. Our transaction tax background, combined with our in-depth knowledge of asset protection allows us to draft LLC and partnership agreements that are second to none.

Succession Planning; Shareholder Agreements

Too often, business owners fail to prepare for the day when a business owner will wish to retire or sell the interest in the business. Worse, business owners are frequently caught unprepared for the death of a co-owner. Most of these problems can be mitigated by a well-crafted shareholders agreement or, in the cased of a partnership, a partnership agreement.

Employment Agreements

If you don’t want your key employee to one day become your biggest competitor, an employment agreement spelling out all of your trade secrets that he or she is prohibited from removing from the firm may be just the thing you need. Better safe than sorry.

Buying and Selling a Business

We wrote the book on Buying and Selling a Business. Literally.

Acquiring a business is often fraught with peril. We can mitigate the due diligence risks, assisting in the investigation of the seller, negotiating the sale, and drafting the purchase agreement. We’ve done it scores of times. It requires skills that cannot be taught in books; you need the street smarts than comes from years of experience.

To see Bob Klueger’s book, click here.