HACKNEY BUSINESS LAW, P.A.
Practice Areas
The following is a short discussion about some of the areas of our practice.
Corporations
Most business entities in America are created as corporations. The most popular states to become incoporated in are Delaware and Nevada because those states have created laws that generallly favor management and protect management from frivilous claims and lawsuits. Some other states, such as Florida, have modeled their laws after Delaware and Nevada, in an effort to stay competitive with those states. Some small corporations elect to be taxed as "S corporations" which provide similar tax advantages to partnerships, but with more limitations. These corporations are allowed to pass income, losses, deductions, and credits through to their shareholders for federal tax purposes. The downsides are that there is a limit on the number of shareholders, you cannot have a nonresident alien as a shareholder, and other limits.
Limited Liability Companies
Some years ago, a hybrid entity was invented to bring the best of both worlds to the business entity structure. Previously, partnerships, ruled by partnership tax laws, were frequently the best choice from a tax standpoint for a new business. Partnerships, however, were cumbersome entities from a corporate governance viewpoint. Corporations have always been the easiest from an operational standpoint, but had various limitations when viewed from the tax standpoint. Legislatures, beginning with Wyoming, created a hybrid that could be taxed as a partnership, but operated as a corporation. Now all 50 states have enacted limited liability company statutes, based on the uniform limited liability company law, with variations on a state by state basis.
Agreements Among Owners
We know from experience that if the owners of a business entity do not set forth their agreement in writing when they start the business, that it won't ever get done. Companies without arrangments for problems such as death, disability, deadlock, or other issues among owners are destined for financial ruin. All businesses need some form of shareholder agreement, buy-sell agreement, voting trust, multiple classes of stock, or other arrangement to take care of the problems that are sure to arise in the future.
Limited Partnerships
Limited Partnerships have traditionally been used in real estate transactions and also by families for estate planning purposes. These entities have at least one General Partner and any number of Limited Partners. Limited Partners are typically investors, who have no say in management and very limited voting rights. Most real estate syndications have been created as Limited Partnerships because they lend themselves to providing pass through tax benefits to the investors, unlike corporations. General Partners have liability and are not shielded by the entity. Limited Partners have no liability beyond their investment and cannot be responsible for any damages above the amount that they have paid in for their interest. For estate planning purposes, children can be given ownership of equity interests, but still have no control over the assets of the partnership.
Intellectual Property
Many companies own some form of intellectual property, whether it is in the form of trademarks, patents, copyrights, or trade secrets. We are experienced in helping our clients negotiate and draft licensing agreements granting exclusive and non-exclusive rights to various forms of intellectual property. The greatest value of some companies is in their intellectual property, and protecting their rights is of the utmost importance. We understand our clients needs when it comes to the protection of their intellectual property, and strive to provide the best service available to assist them. One of the concerns is the work-for-hire arrangement where an employee develops an improvement or new concept while in the employ of our client. We insure that the rights to these products and services is retained by our client.
Mergers & Acquisitions
We find that one of the most exciting and interesting fields is that of mergers and acquisitions. Our founder has even written a book entitled Mergers & Acquisitions 101 which was written to help business people understand more about the merger and acquisition process. The issues in M & A are many and varied. Many decisions in the agreements are tax driven. We strive to insure that if a tax free exchange can be properly arranged, we will work to accomplish that goal. We know that frequently the combination of companies can be culture shock for both, and we help our clients work towards a smooth integration of their businesses. Many merger fail because they are simply numbers driven. We know that there is more to a merger than the combination of their financial statements.