Our role as corporate lawyers is to ensure the legality of commercial transactions involving our clients, advising corporations on their legal rights and duties, including the duties and responsibilities of corporate officers. In order to do this, we must have the knowledge of aspects of contract law, tax law, accounting, securities law, bankruptcy, intellectual property rights, licensing, zoning laws, and the laws specific to the business of their client corporations.
Whether negotiating the acquisition of a large company or assisting a small Internet start-up company, corporate lawyers are involved in advising businesses on their numerous legal rights, responsibilities, and obligations. General corporate practice involves handling a wide range of legal issues for businesses.
As corporate lawyers we also advise our clients on issues concerning trade secrets and other types of intellectual property such as patent and trademark licensing; antitrust issues; real estate; and contractual matters such as technical assistance agreements between our clients company’s and outside consultants hired to provide computer and other information technology assistance.
New businesses are typically faced with numerous business decisions, including whether to structure the business as a corporation, a partnership, a limited liability company, a sole proprietorship, limited liability partnership, or even as a joint venture (a partnership arrangement with an established company). Determining the appropriate business structure requires a thorough analysis of how to raise initial capital; how to finance the business; the implications of federal and state tax requirements; and how to limit liability for the stakeholders. As part of determining how to structure the business, we can also assist the start-up venture with matters such as developing a business plan and analyzing different methods of financing.
We also participate in “due diligence” checks concerning the company that is to be acquired. This means that our staff reviews the company finances, employee agreements, intellectual property, environmental liabilities, real estate leases, and pending litigation involving the company and then advise our client about the risks. We are also involved in structuring the deal.
We can also help our client to determine what portion of their company will be sold and whether the sale will be structured as a sale of the company’s assets or a sale of the stock of the company. We can draft non-compete agreements stipulating that the seller of the business cannot immediately compete with the buyer’s newly acquired business. We can also assist with matters such as the transfer of technology and intellectual property licenses from one entity to another.
We are experienced in conducting internal investigations involving fraud and embezzlement by shareholders, officers, directors and employees. We have successfully recovered substantial sums from the guilty parties and helped save corporations from going out of business as a result of these inside thefts.
We are experienced at corporate compliance such as acting as an entities registered agent and the filing of annual reports necessary to maintain an entity in good legal standing. We also can prepare minutes of the required annual meetings of the entities owners and managers to document the official actions taken, such as corporate resolutions.
As a business client, we hope that you will consider Lustig & Wickert as the quarterback of your businesses legal team.