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Of Counsel |
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Business and
Corporate Law
The
firm provides business and corporate law services relating to the
organization, acquisition, and maintenance of corporations, partnerships,
limited liability companies (LLCs), limited liability partnerships (LLPs) and
other business entities. Our business and corporate law practice runs the full gamut of representation in all phases of the business cycle. Corporate and Business Formation We counsel our clients on the organization and capitalization of the business. Is this the right time to incorporate? Is an S corporation, a C corporation or an LLC the right entity for you? Should we incorporate in Massachusetts, Delaware or elsewhere? These and many other questions are handled by season attorneys who have organized corporations, LLCs and partnerships in Massachusetts, Delaware, Hew York, New Hampshire, Rhode Island and elsewhere in the United States. Beyond that, we focus on "correct" corporate or business entity formation so that proper organizational papers, minutes, bylaws, tax filings, capital deposits, stock issues occur, so that a true entity with real rights and protections arises. Publications on Business law matters Attorney Robert A. Adelson has led CPE seminars, co-authored books and articles on corporate formation and capitalization, among his numerous publications in the corporate and business law field . With over 25 years experience in the field and an advanced law degree an LLM in Taxation, Adelson leads the firm's practice in corporate formation and other areas of the business and corporate law practice described below. Stockholder ownership and contract arrangements Beyond business entity formation, we represent our clients on issues of ownership. How stock or member units are to be divided, sold or vested based on service. Rights of common and preferred stock, economic rights and stock transfer restrictions. Negotiation and completion of stockholder buy-sell agreements, cross-purchase arrangements and resolution of disputes including freeze-out and shareholder oppression claims of minority shareholders. Angel and Venture Finance Mr. Adelson is a member of the executive board of the 128 Innovation Capital Group. He with others at the firm have contacts with angel investors and venture capital firms to offer useful leads and referrals to aid funding. The firm represents early stage companies in the negotiation of seed, series A, series B and mezzanine funding. We represent our clients in the negotiation of term sheets, stock purchase agreements, registration rights, warrant terms, and through investor due diligence phase. We also represent our clients in the development of the appropriate private placement memorandum, necessary and appropriate disclosure to regulators for compliance with Regulation D and any applicable Federal securities laws and State blue sky laws. Bank loans and Debt Finance The firm represents our clients with bank finance in term and demand loans, revolving credit agreements, due diligence and closing of debt financing, including private non-bank loans. Production, Marketing, Licensing and Commercial Contracting The firm also represents our clients in all phases of commercial contracting, that forms the life blood of most commercial enterprises. The firm will review, prepare and negotiate as desired the terms of purchase orders, vendor contracts, and manufacturing, production, OEM and service agreements for clients obtaining services, supplies or outsourcing or off shoring production. The firm will also review, prepare and negotiate as desired, marketing, publication, licensing, sale, VAR and distribution agreement for clients bringing a product to market. Whether buyer or seller, producer or distributor, dealer or rep, the firm has represented clients in each phase on either side of the transaction, and we bring that knowledge of the legitimate goals of each side to achieve workable and practical solutions to client needs to achieve the best results for our clients in the commercial arena. Trademarks, Copyrights and Intellectual Property Protection The firm files trademarks, copyrights and advises on trade secrets and patent protection. For that work in intellectual property protection and prosecution see Trademarks and Intellectual Property Protection. Employee and Executive Contracts, Separation, Termination issues Mr. Adelson has also developed a special expertise in the area of employee contracting. His work for executives is referenced in The Boston Globe articles and in the book The End of Shareholder Value. This includes both representations in contract negotiations but also in separation where the firm also has considerable experience in employment termination litigation, and the violation and enforcement of non-compete, non-solicitation, confidentiality and trade secret agreements. See also employment law. Consultant, Entertainment and Service Contracting arrangements The firm has also represented independent consultants and firm using their services on design and contract issues including subcontracting, indemnity, limitations on liability, specifications, scope of services and compensation arrangements, whether time and materials, cost-plus, performance or value based, in cash alone or with equity components. The firm also has expertise in various specialty service contract arrangements including entertainment contracts, events contracts, brokerage agreements, engineering contracts, sponsored research and publishing contracts. Stock, Options and Employee Benefit Plans, Board of Director plans Mr. Adelson has also written articles and spoken to CEO and entrepreneur groups about use of stock and options and employment terms as a means of recruitment and retention of employees and key executives when companies are short of funding, including materials under his service mark slogan APPEAR GENEROUS BUT DEMAND PERFORMANCE (SM) The firm represents companies in the tax-favored design and development stock, option, employee and executive compensation plans, in the preparation of employment and consultant contracts, in qualified and non-qualified deferred compensation and employee benefits. Mr. Adelson has also written and lectured on the American Jobs Creation Act and compliance of rabbi trusts, and below market stock and option plans with terms of that law. The firm has also advised clients on the creation and development of boards of advisors and boards of directors, on contracting and compensation arrangements for board nominees and members. The firm advises clients, drafts and reviews employee manuals setting forth company holiday, promotion, confidentiality and other firm policies and employee benefits. Joint Ventures, Strategic Alliances and Partnerships The firm has expertise and has represented clients engaged in the negotiation and formation of strategic alliances, joint ventures and partnership arrangements. Whether such arrangements are intended as a limited one-time alliance, or as a trial phase or as a longer term alignment, the firm has experience in the different phases, appropriate documentation and tax treatments in each circumstance. Mergers, Acquisitions and Divestitures Mr. Adelson has also lectured, for a number of years, in the area of mergers, acquisitions and divestitures, covering both the business and tax aspects, for CPE programs for accountant and attorneys continuing education credit. The firm has considerable experience in the area of the purchase and sale of businesses and corporations, through taxable and non-taxable transactions. These also include corporate divestitures, whether via a taxable transaction or a non-taxable Zenz transaction, spin-off or other permissible corporate separation under Section 355. Beginning with the initial planning the firm will advise on confidentiality terms and agreements, then through the letter of intent phase, including alternative tax and business terms to meet client objectives, then to the purchase sale agreement, and closing conditions. Finally, through closing and post closing covenants and agreements, the firm will advise, counsel, draft, revise and negotiate to represent our clients in all phases of the M&A transaction. Sarbanes - Oxley issues for private companies Mr. Adelson has also written published articles on the Sarbanes - Oxley Act and the firm will advise private clients on issues of Sarbanes -Oxley readiness as they consider sale or a future liquidity event. Family Business Succession and Transitions The firm has also represented family businesses in each of the business transactions described above and in areas special to the family owned business, where issues of business and family issues must also be taken into account. In addition to our firm's work in succession planning for the family business and the tax issues that arise under both the income and estate and gift tax laws, Mr. Adelson has written and developed further expertise on the issue of attracting and retaining non-family members to regenerate and expand the family business to the next generation. Mr. Adelson's article "Phantom stock plans gives family firms a leg up", was published in Family Business magazine. In phantom stock plans as with other deferred compensation arrangements, Mr. Adelson has lectured and written about recent tax law changes regulating such matters. In this work, the firm can design the plan, draft the plans in a manner that puts both sides at ease, and then meet to "sell" the plan so that both sides, whether divergent sides of the family or family vs. non-family members feel their interests have been addressed and both sides can take pride that they are apart of a family business that values continuity of ownership and service and is not for sale to the highest bidder or corporate raider. Contact Us Should you have any questions or needs in any of these areas, and wish to refer a matter in any of the above areas of corporate or business law or areas pertaining to them, please contact Mr. Adelson directly by phone or e-mail at radelson@engelschultz.com Engel & Schultz, LLP ©
2006 Engel & Schultz, LLP |
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