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Closely-Held & Family Businesses

Because each family-owned or other closely-held business has a unique set of dynamics and circumstances, the legal challenges faced by these entities and their owners cannot be resolved with a "one size fits all" approach. Our priority involves understanding each privately-owned client's context -- its industry and its competition, as well as its components -- its capital structure, management, and assets, so that the advice we offer will effectively advance our client's objectives. Our experience in representing closely-held clients enables us to assess these elements quickly and to render our services efficiently. Our attorneys who counsel privately-owned clients have years of experience, often working with multiple generations of ownership and management within a single business enterprise.

Our representation of closely-held clients may commence at the outset of company's life cycle, where we address issues such as limiting personal liability, protecting business assets, and selecting the appropriate entity (limited liability company, corporation, S-corporation, limited partnership, as examples) for their business. At this and later stages, we prepare the contracts that will govern the terms of relationships within the business, including shareholder agreements and voting agreements. We can assist a client in developing its employment agreements and compensation arrangements, including incentive compensation programs. We also negotiate agreements between the client and third parties, to sell and acquire assets, form distribution and purchasing relationships, and launch joint ventures. We work with clients seeking access to government contracts, grant programs and small business loans. In every capacity, our attorneys coordinate a cost-effective team to work with the client throughout the process, from letters of intent and confidentiality or non-disclosure agreements through the closing.

We also represent privately-owned clients in a variety of financing and capital formation contexts, from issuing founder's stock to "friends and family" offerings of equity to bank loans and other commercial financing, through private placements of common and preferred stock, debt and warrant offerings, to initial public offerings. We have the background and experience to deal with the federal securities law and state "blue sky" law issues which are inherent in even modest offerings of capital stock or other investment instruments.

We counsel clients to consider a variety of exit strategies well before the time to implement such plans is at hand. These strategies may include a strategic merger, selling a company or its assets, and could involve a public offering or private equity investor. We work closely with our clients to facilitate management transition, and we work with our client's accountants to manage the tax considerations associated with the client's transfer of business interests and implementation of its succession plans. These plans may involve buy-sell agreements, trust strategies and deferred compensation arrangements.

For many owners of a closely-held or family-owned business, our interaction with the firm's estate planning attorneys is instrumental to formulating a succession plan that satisfies the business, tax, testamentary and interpersonal objectives of the client. Our business law attorneys also interact with specialists in other disciplines within the firm on matters involving commercial real estate, employment issues, environmental issues, trademarks and other intellectual property, and litigation, to provide comprehensive solutions to our closely-held clients' other business challenges.

Giordano, Halleran & Ciesla, P.C. | Middletown, NJ | Trenton, NJ | www.ghclaw.com | 1-800-842-1LAW