Our Business and Finance Group is widely recognized as one of the finest in the region. Whether you are executing a bet-the-company transaction or simply updating your standard employment forms, you will have the full attention of an experienced lawyer who asks the questions that haven’t occurred to you yet, who commands a whole spectrum of ways to engineer contract terms to address the issues specific to your business, and who knows how to negotiate – and how to close – to achieve your objectives.
The Firm’s attorneys have experience providing a broad range of services to a variety of clients in the business services industry, including in the following areas:
Our business lawyers develop a deep understanding of our clients’ businesses — both big picture and the day-to-day issues they face. Because the majority of our clients do not have in-house counsel, we are accustomed to dealing directly with our clients’ senior managers and decision makers and, as a result, are often asked to provide advice and counseling that are not purely legal in nature. We believe this makes us more knowledgeable and responsive to clients, and enables us to deliver practical, real-world advice.
We provide guidance in all stages of a client’s business life cycle, from the choice of entity to developing and implementing an exit strategy.
Despite the best of intentions, co-owners of closely-held businesses can find themselves in serious disagreements over the best course of action for the company. When such deadlocks arise, there are instances in which the only way to resolve such a disagreement is to dissolve the company, divide up its assets among the owners or facilitate the sale of a disputing owner’s interest. In these matters we have experience representing the company, minority owners, majority owners, management owners, and non-management owners. We advise our clients on the best ways to efficiently wind down the business, divide the assets or acquire an owner’s interest while simultaneously protecting its and the owners’ interests (depending on whom the Firm represents). When such a process cannot be accomplished amicably, we act as advocates for our clients in the ensuing litigation or arbitration.
When clients start a business, they need advice and counseling to navigate through the numerous options now available in most jurisdictions regarding business formation. Our business lawyers are well versed in the pros and cons of using corporations (S or C), limited liability companies, limited partnerships, and other entities to provide the Firm’s clients the correct mix of liability avoidance, asset protection, tax efficiency, ownership flexibility, financing arrangements, optimal structures for liquidity events, and management/governance options for their particular situations.
Once we understand a client’s future plans for the business’ growth, operations, and capital raising, we guide them in the selection of the most advantageous business entity and provide advice on the structuring of holding companies, operating companies, management companies, joint ventures, and strategic alliances.
Effective business operations and the confidence of a business’ owners and investors depend on proper corporate governance and regulatory compliance. Even seemingly minor governance issues may carry significant potential liability. In response to the growing scrutiny corporate leaders face, our clients rely on our business lawyers to navigate through an increasingly complicated regulatory regime to identify their obligations as owners, directors, officers, and managers.
When our clients create or invest in joint ventures or strategic alliances or enter into teaming arrangements, our business lawyers can assist in the structuring of the governing bodies for those unique entities and provide advice on all related issues, including reporting and disclosure requirements.
Entrepreneurs rely on our advice and relationships to make important decisions and to establish the connections they need in the marketplace. For a new business, our lawyers provide a useful combination of technical legal expertise and the practical real-world knowledge that comes from dealing with business owners and senior management on a regular basis within the Firm’s practice. We represent entrepreneurs starting new businesses and advise them on all aspects of the formation of their companies based on their business goals, operational plans, and likely path for raising capital.
From determining the appropriate equity structure, hiring the first employees, and signing the first office lease, to closing the initial bank loan or round of equity financing, our business lawyers can help navigate entrepreneurs though all of a new venture’s milestones. Once a business is established, we can negotiate with investors, provide advice and counseling on the protection of intellectual property rights, and handle the other issues vital to the business’s growth.
Most closely-held businesses will be sold at some point in their life cycle. Potential buyers include family members, management, strategic or financial buyers, or the public market. For many business owners, significant portions of their net worth (and many years of their lives) are tied into their businesses. The decisions of when to sell and to whom are among the most critical the business owners will make. One possible succession strategy for many companies involves the formation of and sale of stock to an employee stock ownership plan (ESOP). An ESOP is a qualified benefit plan that is designed to be invested in the stock of the company that adopts the plan.
An ESOP is also the only qualified benefit plan that can borrow money to purchase stock. For this reason, it provides a liquidity outlet for selling shareholders that is not possible in many other internal buyouts. In addition, for both the selling shareholder and the company, the ESOP provides significant tax benefits. In some instances, the selling shareholder is permitted to defer the capital gain realized on the sale of shares to the ESOP. The corporation can enjoy meaningful tax savings as a result of both contributions to the plan and the status of the plan as a tax-exempt entity.
There is no one industry or business size that is best suited to an ESOP transaction. Our lawyers have completed ESOP transactions in manufacturing, professional service, retail, and many other types of companies. These businesses range in size from $10 million to $500 million in annual revenue. Some ESOP-owned companies have 20 employees and some have 2,000 employees.
We represent our public and private company clients as well as senior executives in structuring and negotiating employment, change-of-control, separation/severance arrangements, and bonus agreements. Our business lawyers also have significant experience drafting and negotiating the related confidentiality and transfer agreements involving intellectual property disclosed to or created by employees as well as the restrictive covenants necessary to protect our clients’ important assets.
The Firm is frequently requested by public company compensation committees or public company in-house counsel to act as independent counsel to the company’s senior management.
Joint ventures (JVs) and strategic alliances occur in countless forms and transaction sizes. During periods when there is uncertainty in the capital markets, JVs and similar transactions are often used as alternatives to conventional acquisition deals.
We have provided advice and counseling on JVs ranging from newly-created entities that are the recipients of $500 million cash and asset contributions from the public company partners, to teaming arrangements involving two closely-held service businesses pursuing a major contract.
Our business lawyers understand that JVs are often undertaken to accomplish specific business objectives and we work diligently to gain a clear understanding of our clients’ goals and concerns – both long- and short-term – when we are engaged for these transactions.
M&A is a premier practice area of the Firm and our clients value our extensive experience — and the judgment and perspective that comes with it — to help them achieve their business imperatives and close their deal. At Kleinbard, your transaction will be staffed with seasoned attorneys who understand your business and have the experience to focus on and resolve the deal’s critical issues.
We advise buyers and sellers (both strategic and financial), including closely-held businesses, public companies, and private equity firms, in the evaluation, structuring, financing, negotiation, and documentation of all phases of the purchase or sale and other disposition of businesses and their assets. Our goal is to serve our clients with responsiveness and clear, practical advice so that transactions are completed in a timely, cost-effective manner.
An increasingly complex tax regime governs the transfer of family assets. Without proper estate and financial planning and a considered approach to the structure of a family-owned business, federal and state income tax, estate tax and gift tax can significantly diminish family wealth.
We offer professional guidance to assist clients in reducing family income taxes, estate taxes and gift taxes and minimizing the costs of transferring family wealth from generation to generation, including planning and structuring family businesses succession. Our practice includes the administration of estates and trusts and other probate and guardianship matters, including will contests and providing representation in connection with federal and state estate tax audits.
We assist our clients in identifying, evaluating, and allocating risk associated with their transactions. When we represent sellers in private equity transactions, we help our clients minimize their liability after the transaction and provide advice and counseling on the often complex investment, employment, and executive compensation issues that affect the senior management of the portfolio companies. When the fund is our client on the buy or sell side, we draw upon our deep experience in strategic M&A to provide practical and knowledgeable representation.
Throughout the private equity transaction process (from term sheet/letter of intent and diligence, to drafting and negotiation of definitives and then closing), we do our best to understand the business and its operations, anticipate our clients’ needs, and provide timely responses.
Our lawyers advise and represent businesses and individuals, including borrowers, guarantors, secured and unsecured lenders, trade creditors, consignors, landlords and tenants, developers, franchisors, pension funds, insurers, and nonprofits, in a broad range of both transactional and litigation matters involving business restructuring, debtor-creditor relationships and disputes, proceedings in bankruptcy court, out-of-court workouts, and the sale or acquisition of assets.
We advise clients in distressed situations on the benefits and risks of alternative strategies such as out-of-court workouts, business reorganizations, negotiations between creditors and debtors, foreclosure, bankruptcy, and commercial litigation.
The Firm serves as counsel to issuers, underwriters, and trustees in a variety of tax- exempt issuances for project finance and general obligation bonds. Our business lawyers who work with our charter school clients have been especially active in this area during the past few years, as charter schools have gained access to the public finance market to build and renovate school facilities. The Firm’s well-regarded Government Relations Practice has established valuable contacts with officials at the various public finance authorities in the City of Philadelphia and the Commonwealth of Pennsylvania that have proven especially useful during complex transactions.