Privately Owned Businesses

The decisions made at the inception of a business are often critical to its future. We provide advice during this critical period regarding the advantages and disadvantages of the various types of business entities and assist in determining the best choice for each client. We form a business entity and file the necessary documents with state and federal government agencies as expeditiously as necessary.

We are more than legal advisors, we are business counselors. Each business is faced with decisions requiring common business sense, as well as financial, legal and tax knowledge. We draw from many years of experience representing a wide variety of clients and industries.

The operations of a business must be adequately documented to establish the credibility of the entity and ensure its rights are specific and enforceable. We will assist with entity formalities such as preparing minutes of meetings of the shareholders and the directors of a corporation and of the members and the managers of a limited liability company.

We prepare documents addressing entity governance such as bylaws, voting agreements and voting trusts for corporations, operating agreements for limited liability companies and partnership agreements for partnerships.

We also prepare a wide variety of agreements regarding employment and executive compensation arrangements, including employment, non-competition, confidentiality, incentive compensation, phantom stock, restricted stock and stock option agreements. In addition, we prepare agreements which document specific business matters such as loan agreements, real estate leases, equipment leases and computer software licenses.

We guide the business owner through the business life cycle. The complexities of inception are surpassed by the intricacies of growth and maturity. As a business grows, it is more likely to engage in transactions such as acquisitions, mergers, spin-offs and other reorganizations. We provide the advice and documentation necessary to structure and complete such transactions.

A final challenge facing the owners of a business is succession planning. A successful transition of ownership requires creativity, vision and an awareness of the goals and strengths of the business, the existing owners and the prospective owners. We advise the business owners with respect to alternative ways to recover the value of the business, including selling to co-owners, key employees or unrelated parties. In the case of a family owned business, we develop strategies to transfer the business to family members by sale or gift. We address the sensitive issues of involved and uninvolved family members, the equalization of inheritances and the security needs of a surviving spouse.

Often times, a properly designed buy-sell agreement is an essential part of this succession planning. We will prepare a buy-sell agreement tailored to the needs of the client and the transfers which occur as a result of death, disability, retirement or other cessation of employment. We will document a clear method for determining the value of and the payment terms for the ownership interest.

We are a full service business law firm. In addition to general business matters, the Privately Owned Businesses practice assists businesses with employee benefits, pension, profit-sharing and 401(k) plans, intellectual property, e-commerce, securities, federal taxation and state taxation matters. The firm's other practice areas are available to assist with the needs of the client regarding litigation, employment, real estate, commercial finance and bankruptcy matters.

The firm's Trusts & Estates practice assists business owners with the unique issues affecting the structure and objectives of their estate plans and the goal of estate tax minimization.

Murtha Cullina is experienced in helping businesses realize their full potential, whether it is through growth by acquisition, obtaining bank financing, seeking venture capital or the private or public placement of debt or equity securities. We represent Fortune 500 and multinational companies on a regional basis. Therefore, our business clients have access to attorneys who deal with a wide variety of complex legal issues and transactions, and they can be comfortable in the security of a long-term professional relationship.