Allebest & Associates

(949) 454-1774 - Phone
(949) 454-2550 - Fax

Business Law

We can help you at any point in your business. Our expertise covers everything from concept and planning, to selecting and creating the proper entity, and from resolving problems of any complexity, through every level of domestic and international expansion, to final succession or liquidation planning. We provide a wide variety of services to our business clients from preparation of agreements, sale and purchases of businesses, and employee relations, to dissolution and liquidation. We also negotiate and draft business and real estate purchase/sale agreements, vendor/customer agreements, construction and construction management agreements, employment and shareholder agreements, non-compete, non solicitation, and non-disclosure agreements for employers and employees.

Business Formation

The form of business entity chosen for a new enterprise potentially affects every aspect of its operations. Our firm assists our clients in deciding whether they want to operate as a closely held business, limited liability company, partnership, or corporation. We advise our clients about directors' and officers' liability, dissolution, franchising, reorganization, trade association membership and activity, joint ventures, mergers, acquisitions, divestitures, business successions, and shareholders' rights.

Business Transactions

We provide a wide variety of transactional services to our business clients, including:

  • Documenting and advising clients in real estate purchase/sale contracts, commercial leasing, zoning and municipal matters including subdivisions, variances, special permits, and related appeals.
  • Documenting construction and construction management contracts for builders, owners, and sub-contractors.
  • Buying and selling businesses and business interests, including stock and asset purchases and sales, management and leveraged buyouts, and mergers; management of due diligence investigations from buyer and seller perspectives.
  • Structuring and documenting clients' choice of business entity: corporation, limited liability company, general or limited partnership, or joint venture.
  • Developing alternative forms of ownership and management of the start-up entity, including: voting and non-voting common stock, convertible preferred stock, warrants and similar rights; and specialized LLC provisions.
  • Drafting and reviewing employment, stock option, phantom stock, bonus and profit sharing agreements; employee nondisclosure, invention assignments, non-competition, and non-solicitation agreements
  • Drafting and reviewing stockholder agreements, including cross-purchase, redemption, insurance-funded buyout, voting trusts.
  • Drafting research and development agreements; employee confidentiality, invention and non-competition agreements; distribution, sales, manufacturing and joint venture agreements.
  • Structuring and advising clients in businesses recapitalizations, redemptions, reorganizations, and business trust formation.

Collections

It is important for businesses to keep focused on the bottom line to stay competitive. One of the best ways to stay competitive is to minimize losses through bad accounts. We have the experience and legal tools to collect accounts that are due and owing.

BUSINESS PRACTICE OVERVIEW

A. ENTITY CREATION

Partnerships     Corporations     Limited Liability Companies

B. PROBLEM SOLVING

Contract negotiations and documentation
Protect the company from claims and litigation

C. BUSINESS EXPANSION

Business Development Consulting
Mergers and Acquisitions

D. BUSINESS CONTINUATION

Succession or Liquidation Planning
Buy-sell Agreements and Private Annuities
Employee Stock Ownership Plans

Business Practices Overview

OPERATING PROBLEMS

A. PROBLEM SOLVING

Contract negotiations and documentation.

B. ASSET PROTECTION

Protect the company from claims and litigation.
The growth in litigation is fueled by:

  • Novel legal theories
  • Unrestrained juries
  • Contingent fee arrangements
  • Aggressive attorney tactics used to force a favorable settlement

C. BUSINESS EXPANSION

Business Development Consulting
Mergers and Acquisitions

Business Expansion

ENTITY CREATION

A. BUSINESS PLAN

Writing a Business Plan is important. It gives you:
Vision, Purpose, Goals, Tactics, Motivation, Enthusiasm, Success.

B. CHOICE OF ENTITY

There are advantages and disadvantages for each type of entity, based upon: ease of formation, limited liability, type of management, authority of owners, transferability of ownership interests, and ability to raise capital.

Choice of Entity

C. CHOICE OF JURISDICTION

Some states provide tax benefits.
Some states provide asset protection.

Choice of Jurisdiction

BUSINESS CONTINUATION

BUY AND SELL AGREEMENTS

  1. Guarantees a buyer for an asset which probably will not pay dividends to one’s heirs.
  2. Establishes a value for Federal Estate Tax purposes, which is binding on the I.R.S.
  3. Spells out the terms of payment and is easily funded with life insurance and disability insurance, if desired.
  4. Provides a smooth transition of complete control and ownership to those who are going to make the business successful.

TYPES OF BUY-SELL AGREEMENTS

ENTITY PLAN. Under an Entity Plan the company agrees to buy the interest of a deceased or disabled owner. This type of arrangement is often used when there are several owners.
CROSS PURCHASE PLAN. Under a Cross-Purchase Plan each surviving owner agrees to buy the interest of a deceased or disabled owner.

TYPICAL CONTINGENCIES COVERED

DEATH. Insurance proceeds would pay immediately.
DISABILITY. Purchase would trigger after disability period.
WITHDRAWAL. Purchase would trigger upon retirement or departure.
DISMISSAL. Purchase would trigger if dismissed for cause.

TYPICAL PAYMENT TERMS

DOWN PAYMENT. Insurance or a percentage down payment.
BALANCE. Paid over a stipulated period at a stipulated interest rate.


Allebest & Associates can help you with any business issues. Call today for a free, no obligation consultation
(949) 454-1774, or

Call today for a free, no obligation analysis of your situation:
(949) 454-1774 or