Business Formation and Internal Governance

The attorneys in our business/corporate practice group work closely with our clients and their accountants to determine our clients’ business needs and advise them on the alternate forms of entities, ranging among partnerships (general, LPs and LLPs), limited liability companies (member-managed and manager-managed) and corporations (C-corporations, S-corporations and special purpose entity (SPE) corporations). This includes advising clients on tax considerations and how and whether to structure tiered entities. Our attorneys file the necessary documents with the Secretary of State and prepare the organizational documents, including operating agreements, shareholder agreements and partnership agreements tailored to the individual needs of each client.

After the business entity is formed, our attorneys provide the new companies with advice on internal governance matters, including helping our clients maintain proper business records, raise capital, create classes of stock and stock option plans, negotiate and draft contracts, oversee annual meetings, and file trademark applications and renewals. We also assist our clients with employment matters, including reviewing or preparing employee handbooks, and negotiating and drafting employment, consulting and independent contractor agreements, as well as termination and severance agreements. We work with the attorneys in our commercial litigation group to address employment issues that may arise in the context of claims or potential claims of harassment, discrimination and retaliation, and other employment practices.

When the time comes, we assist our business clients in the sale of their business or other exit strategy, including dissolution.

Our attorneys also assist in the formation of not-for-profit corporations in New York state, including assisting in the application for 501(c)(3) or other tax-exempt status with the Internal Revenue Service.