Business and Tax Planning
The Business and Tax Planning practice group has a broad range of experience representing and assisting clients in developing and implementing various business strategies. The department’s primary focus is representing closely held businesses and their owners. The Business and Tax Planning practice group includes attorneys who are CPAs and have practiced as tax accountants with regional or international accounting firms. As such, these attorneys have the uncommon ability to analyze and advise their clients about both the economic and legal consequences of a proposed transaction or situation.
Building lasting client relationships is our guiding principle. We are committed to being accessible and responsive. We take the time to listen to clients’ needs and understand their businesses, so that the solutions we advise will not only resolve their legal problems but also fit their present and future business goals.
Our breadth of experience and knowledge allows us to provide sophisticated business advice and service, usually faster and at less cost than larger firms. We avoid using large teams of lawyers, preferring to establish a close working relationship between our client and one or two lawyers who understand the client’s business, overall objectives and the entire contemplated transaction. We believe our clients deserve this distinctly personal attention along with the measurable value of the legal services we provide.
Members of our Business and Tax Planning practice group also have a broad range of experience representing lenders in commercial loan transactions, lessors in real estate and equipment leasing transactions, developers in real estate development transactions and creditors and debtors in lending, bankruptcy and debt restructuring matters. Accordingly, the members of our department have the ability to analyze a transaction from numerous perspectives based upon their experience in other areas of law.
We pride ourselves on being dealmakers with the knowledge and experience to advise clients through both their ordinary and extraordinary transactions. Typically our business clients rely on us to serve as their general counsel, providing legal services and business advice ranging from general corporate law matters to financing, tax issues, employment and employee benefits matters as well as general contractual issues.
EXPERIENCE
Business Planning and Organization
Our attorneys are involved in choice of entity planning and formation of domestic and foreign corporations, limited liability companies, partnerships and joint ventures. We assist our clients in developing effective business plans in light of legal and financial requirements.We assist clients in other general contracting matters, including employment, consulting, deferred compensation and severance agreements, non-competition and non-disclosure agreements, licensing agreements and compliance with federal and state laws regarding disclosure and anti-trust issues.
Employment and Labor
Our department represents clients in a range of employment matters, including unfair termination, breach of employment agreements, non-competition and confidentiality agreements, sexual harassment, and workplace discrimination. We advise clients in drafting employee handbooks and policy and procedure manuals, and provide day-to-day counseling on the maze of state and federal laws and administrative regulations governing employment. We also advise clients on employee/independent contractor classification and on issues concerning the operation of non-employee work forces.
We counsel clients on employee benefits issues, including ERISA, qualified and non-qualified retirement plans, fringe benefits, COBRA coverage, and plant closing matters. When these matters move from planning and implementation to litigation, we act as intermediaries between our client and our outstanding litigation lawyers.
Mergers and Acquisitions
Our attorneys provide counseling in all aspects of the merger and acquisition process. We have assisted clients in identifying potential targets and potential acquirers. From 2006 through 2008, the M & A attorneys in the department have averaged one M & A transaction per month, with transaction sizes ranging from $3 million to $200 million on both a taxable and tax-free basis. Accordingly, our attorneys have a tremendous breadth of experience in this arena.
We have assisted our clients in evaluating the potential for a transaction, structuring the transaction, negotiating and drafting agreements, and providing advice about tax consequences of the proposed transaction. We also advise our clients and assist them in resolving title issues, successor liability, executive compensation, retention and severance agreements, employee related matters, environmental concerns, and other issues which routinely arise in an M & A transaction.
Securities/Venture Capital
Because the focus of our practice is on individuals and closely-held businesses, our securities law practice consists primarily of the creation, offer of sale and purchase of private placement securities in compliance with federal and state securities laws. We represent companies seeking financing and help to negotiate, structure and document the investment program. We assist companies with preparing business plans, identifying financing sources, making appropriate market selections and drafting key agreements such as licensing, non?disclosure and intellectual property agreements.
Succession Planning
Our attorneys have been assisting our clients in succession planning for more than twenty years.Because the focus of our practice is on individuals and closely-held businesses, we have the experience to lead our clients through the many tactical, strategic and emotional issues associated with the transition of closely-held businesses to the next generation of owners.
Tax
Our attorneys have developed expertise in areas of tax law affecting real estate, estate planning, and the creation, acquisition, disposition, and merger of various business entities, deferred compensation planning, including pension and profit sharing plans and other employee benefits. The accounting perspective of the attorneys in the tax practice allows them to focus on the “bottom line” aspects of the tax issues they consider.Our tax practice ranges from tax planning to representation of taxpayers at both the administrative and court levels. The department maintains a general tax practice to respond to the various needs of its clients.
Technology
Our attorneys offer legal expertise in the “high tech” industry and assist clients with agreements relating to the sale, licensing, maintenance and distribution of technology-based products and services. The legal capabilities of our attorneys are enhanced by a strong relationship with specialized firms that provide patent, trade secret, copyright and mask work protection.
Trusts and Estates
Our attorneys focus on the personal and family objectives of each client to assure that the client’s beneficiaries receive the property intended for them with a minimum of tax consequences. The group is well versed in the full range of estate planning options, especially for closely-held businesses, including wills and trusts, lifetime gifts, life insurance and employee stock ownership plans.
Our attorneys represent estates and trusts before the Internal Revenue Service and Minnesota Department of Revenue.We also provide services in every aspect of estate and trust administration, including probate court filings, tax filings, preparation of estate, gift and fiduciary tax returns and counseling with respect to guardianships, conservatorships and will contests.