Business, Corporate and Commercial Transactions
The legal team at Fidelity Law negotiates and structures business transactions by considering the legal, tax and business goals of their clients. They negotiate and document the purchases and sales of businesses, corporation and partnership split-ups, and business divestitures. They have a breadth of experience in assisting clients to acquire other businesses, to buy out the interests of partners, and to merge into other companies. They have represented a variety of types of companies in sophisticated and difficult sales, leveraged buyouts, and mergers and acquisition transactions.
Fidelity Law assists clients to minimize their taxes when a business is acquired or sold by employing innovative strategies. They also provide advice to clients on their business operations and assist them to devise exit strategies on how they will sell or liquidate their company to provide for their own retirement and for their family’s future security.
In representing clients on the formation of their businesses, Fidelity Law helps them select the best type of business entity (such as a C corporation, subchapter S corporation, LLC, or partnership) and assists them to structure their business to reduce and minimize taxes and future taxable gains. Many of their clients are closely held corporations, so they are able to advise those clients on the most tax efficient strategy to transfer their business’s ownership to younger family members.
In assisting clients in the sale, merger or acquisition of a company the legal team at Fidelity Law helps their clients prepare the letter of intent to memorialize the transaction’s major deal points. They then participate with their clients in conducting due diligence. In the early stages they work with clients and their accountants to plan the transaction in the most tax efficient manner. They help clients prepare purchase price mechanisms and earnouts where appropriate.
Some examples of how Fidelity Law assists businesses includes:
- Working with clients to form new business entities and structuring and planning their business’s operations to accomplish the clients’ tax and business goals. This includes advising clients on whether a C corporation, S corporation, limited liability company or limited partnership will best satisfy the client’s business and tax objectives.
- Assisting clients in their capitalization structure, and evaluating financing alternatives.
- Tax and corporate planning for recapitalizations, stock splits, spin-offs, split-ups, dividends, and share redemptions.
- Working with clients’ investment bankers and business brokers to identify and evaluate potential buyers of the clients’ businesses. Working with the clients’ other professionals throughout the transaction and evaluate whether to structure the transaction as a sale of assets, reorganization, or sale of shares.
- Assisting clients in buying and selling businesses and divesting themselves of portions of their businesses. This includes representing clients in asset sales, stock sales, mergers and acquisitions, tax-free reorganizations, leveraged buyouts and management buyouts. If the transaction is taxable then we try to achieve long-term capital gain treatment.
- Negotiating client loans with lenders, and reviewing and preparing loan documentation.
- Assisting clients with loan workouts and the tax aspects of debt restructuring.
- Drafting distributorship agreements, confidentiality and nondisclosure agreements, stock option agreements, employment agreements, buy-sell agreements, consulting agreements and contracts on behalf of clients.
- Representing clients in business and shareholder split-ups, and in partner and shareholder disputes.
- Representing clients in establishing business joint ventures.