Areas of Practice:
Commercial, Business and Corporate Law
- Formation and Structuring of Business Entities: Domestic and Foreign assistance in forming and structuring domestic and multinational business operations with emphasis on functionality, efficiency and tax advantageous treatment.
- General Counsel Function: The Firm provides the full array of legal services required by a functioning business, including those arising on a day to day basis as well as those arising from unique circumstances and transactions.
- Mergers and Acquisitions: Evaluation and advice with respect to business, legal and tax considerations in structuring mergers and acquisitions, including negotiation of letters of intent, assistance with due diligence and drafting of merger and acquisition documents.
- Agreements Between Business Entity Owners: The preparation of all forms of agreements between business entity owners including shareholder agreements, LLC operating agreements and partnership agreements.
- Joint Venture Agreements: Negotiation and implementation of joint ventures, with full analysis of business, legal and tax considerations.
- Business Finance: Representation of both the provider and recipient of financing, including negotiation and documentation of loans, venture capital and private placements. The Firm represents business borrowers in their negotiation of loans and lines of credit with banking institutions and represents both lenders and borrowers with respect to private loans. The Firm is also active in the area of supplier financing and securing financing under the UCC.
- Purchase and Sale of Businesses and Business Interests: Representation of buyers and sellers, including assistance in negotiating business terms and structure, tax analysis, preparation of agreements and securing and collateralizing of payment.
- Employment Issues: Representation of employers, employees and consultants, including negotiation and drafting of mid and high level management employment and consulting agreements; advising on employee rights; negotiation and preparation of confidentiality, proprietary and non-compete agreements; and advice with respect to and preparation of documents implementing deferred and incentive compensation planning, including stock options. The Firm also assists its business clients in the preparation of employment manuals.
- Options/Incentive Based Compensation: The Firm assists business owners in structuring incentive based compensation for employees and consultants, both with respect to corporations and entities taxed as partnerships, including LLCs. The various mechanisms used are Incentive Stock Options, Non-Qualified Options, Profit Interests, and Grants subject to Forfeiture. In structuring these incentives, the Firm takes into considerations the restrictions imposed under the Internal Revenue Code, including sec. 409A deferred compensation restrictions and sec. 457A restrictions.
- Internet and E-Commerce: The Firm provides those legal services customarily required with respect to the structuring, establishment and operation of all businesses. However, the Firm also addresses those legal issues more unique to internet and e-commerce companies. These include advice with respect to jurisdictional issues, including exposure to lawsuits and claims; compliance issues, including conflicting compliance requirements in overlapping jurisdictions; privacy rules; negotiation and preparation of agreements with vendors and suppliers of goods and services; and structuring strategic alliances and co-branded site partners and the preparation of legal documentation related thereto.
- Intellectual Property: Assisting with reviewing and filing tradenames, trademarks, servicemarks and d/b/a’s.
- Transactional Work: Preparation and drafting of all kinds of agreements, including, in addition to the types listed above, distribution agreements; agency agreements; supply agreements, sale agreements and all other business related agreements.
Taxation and Charitable Giving
- Domestic Tax Planning for Business Operations: Structuring of all forms of U.S. business operations to achieve most beneficial income tax treatment, including maximum deductibility of expenses, deferral of income when possible, insulation from state and local taxes, insulation from social security and Medicare taxes, and lowest taxation on distribution of profits to owners.
- Tax Planning with Respect to Transfers of Business Interests: Structuring of mergers, acquisitions, sale and purchase of businesses and joint ventures to minimize income taxes imposed on transfer of assets and interests.
- International Tax Planning for Individuals:S. income and transfer (estate and gift) tax planning for foreign persons who operate businesses within the U.S., transfer assets into or acquire property in the U.S. or who are becoming U.S. residents or citizens. Tax planning for U.S. persons operating businesses outside of the U.S., transferring assets out of the U.S. or who are terminating their status as U.S. residents or citizens.
- International Tax Planning for Businesses: Structuring multi-national businesses to achieve maximum tax efficiency, with emphasis on functionality, efficiency and practical considerations. Advantage is taken of the benefits available under international tax treaties and, where applicable, use of companies located in low tax jurisdictions. The firm has correspondents in most other countries in the world to facilitate structures compliant and efficient with respect to both US taxation and taxation in all applicable jurisdictions overseas.
- Foreign Account Reporting Obligations: The Firm advises US persons with assets held overseas on their informational and tax reporting obligations to the IRS as well as the Department of Treasury. The Firm has also represented many clients with respect to the various programs offered by the IRS by which a non-reporting taxpayer can become compliant with his/her/its obligations, including participation in the OVDI program.
- Tax Defense Work: Representation of clients before federal, state and local tax authorities with respect to audit issues. Conduct of negotiations with tax authorities to reach settlement of audit issues where possible.
- Tax Litigation. Representation of clients, with the assistance of specialized litigation counsel, in federal and state court with respect to tax disputes as well as before specialized federal, state and local tax tribunals.
- Tax Collection: Representation of clients before tax authorities with respect to collection issues, including negotiation of installment payouts, offers in compromise, innocent spouse relief, propriety of tax lien claims and priorities of tax liens. The Firm also has an expertise in issues related to the ability to discharge tax liabilities in bankruptcy.
- Estate and Gift Tax: Representation of clients with respect to all aspects of estate and gift tax planning including use of life insurance trusts, annual gift tax exemption, qualified personal resident trusts, qualified domestic trusts for non-citizens, GRATs, GRUTs, CRATs, CRUTS and family limited partnerships.
- Charitable Giving: The firm advises clients on various mechanisms whereby charitable gifts can be made during life or by bequest. These include the establishment and operation of foundations and the use of other tax planning vehicles whereby gifts made at death can be used currently to shelter income tax liabilities during life.
Real Estate Law
- Purchase and Sales: Negotiation and drafting of purchase/sale agreements pertaining to commercial, retail and residential properties as well as undeveloped land; preparation of all related transfer documents; review of title work and resolution of title problems; and negotiation and preparation of documents pertaining to mortgages and financing of purchases.
- Leasing Work: Representation of landlords, tenants and subtenants with respect to the negotiation and drafting of commercial, retail and residential short and long term leases as well as enforcement of leasing provision.
- Financing: Representation of banks, mortgage companies, private lenders and borrowers with respect to loans secured by real estate. Work performed includes negotiation and drafting of all requisite documents, including mortgages, loan agreements, and security agreements.
- Real Estate Management: Representation of both real estate management companies and property owners with respect to management agreements, management duties and disputes between management companies and property owners.
- Brokerage: Representation of real estate brokerage firms and property owners in the negotiation of brokerage agreements and representation of parties in brokerage disputes.
Trusts and Estate
- Estate Probate and Administration: The Firm provides the full range of services associated with the administration of estates. This includes the probate of the will, appointment of executors or administrators, gathering of estate assets and settling estate liabilities, advice with respect to steps to be taken to reduce estate and income tax, assisting accountants in the filing of applicable income and estate tax filings, representation of estate before tax authorities, liquidation and distribution of estate assets, and preparation of a final accounting or waiver of same. When so requested by a client, members of the firm can also act as the executor of the client’s estate.
- Wills: Preparation of simple and complex wills. For wealthier clients, planning is use to eliminate or minimize gift tax, estate tax and generation skipping taxes. The firm is fully conversant in current transfer tax saving techniques such as life insurance trusts, GRATs, GRUTs, family limited partnerships, and defective grantor trusts and recommends their use when same may be effective and consistent with the testator’s wishes.
- Living Trusts: Preparation of living trusts used in lieu of wills for clients who estate plans are not appropriate for wills submitted to Court for probate.
- Living Wills and Medical Proxies: Preparation of living wills, medical proxies and powers of attorney to address catastrophic health situations.
- Testamentary Trusts: Structuring testamentary trusts to address special needs situations, wealth transfer to minors, and protection of assets from creditors and potential future claimants (second spouses, marital claims against divorcing children).
- Inter vivos Trusts: Structuring inter vivos trusts to facilitate tax free gift transfers, tax free receipt of life insurance proceeds, and provision for persons with special needs.
- Transfer Wealth Planning for Foreign Persons: Wealth transfer planning for nonresident aliens with U.S. assets and resident aliens, including inter vivos gift trusts, Q-DOTs, and joint property holding regiments. Absent proper planning, these persons are subject to aggressive gift and estate tax liability.
- Sophisticated Tax Planning Techniques: For wealthy clients, use of transfer tax planning techniques such as family limited liability companies, family limited partnerships, charitable remainder trusts, QPRTs, GRATs, GRUTs, and defective grantor trusts.
Nuptial Agreements
- Pre and Post Nuptials: Preparation of pre and post nuptial agreements for young couples newly entering marriage as well as clients entering into second and third marriages during mid-life.
- Multi-National Couples: The firm is sophisticated in advising couples and preparing marital agreements for persons who are resident in more than one jurisdiction or who have property in multiple jurisdictions.
- Non-Married Persons: The firm also has an expertise in preparing co-habitation and related types of agreements for persons who are not and do not intend to marry but nonetheless cohabit or otherwise are involved in a romantic relationship and share assets or wish to provide for one another in the event of unforeseen circumstances.