Change of Ownership and Corporate Structure Change
When buying or selling a business or changing a corporate structure, it is necessary to ensure that all legal points are covered. For seasoned legal guidance we urge you to contact a commercial litigation attorney.
Change of Ownership
When buying or selling a business, it is vital to cover key points in writing. This means including price and timing of payment, of course. It also means specifying the physical assets that go with the transfer including files, furniture, computer programs, patents and customer lists. If the seller intends to keep certain customers or open up a competing business, this must be discussed and an agreement not to compete may be required. The parties may agree on a mediator or arbitrator to resolve issues that arise after the change in ownership is implemented.
Corporate Structure Change
The corporate structure of your business can have important consequences in terms of protection from creditors and reduction of taxes. We advise on the advantages and disadvantages of sole proprietorships, partnerships, corporations and limited liability company structures and their suitability for your business. We counsel on how to use these tools to provide for proper business succession at the death of a partner. We professionally assist with the drafting of all documents so your intentions are carried out properly.
Commercial Business Litigation
Commercial business litigation simply refers to any type of legal conflict relating to business issues. When matters become highly contentious between two or more businesses or corporations and one company takes legal action against the other, it is referred to as commercial litigation. Commercial litigation is a broad term that refers to all business conflicts, whereas business law itself is distinct in that it also covers the drafting of contracts and agreements (matters that may one day lead to a dispute). In simple terms, commercial litigation typically involves one or more businesses locked in a dispute over money or some other type of property. Common examples of commercial litigation include the following:
Breach of Contract –A breach of contract can involve purchases and sales of securities, real estate transactions, agreements to provide goods or services, or mergers and acquisitions.
Employment Disputes – Disputes over health and pension benefits, overtime, age, race, gender or religious discrimination, all of these would fall under the category of employment disputes.
Tortious Interference with Contract –This occurs when a third party successfully interferes with or otherwise prevents the performance of an agreement between two parties.
Breach of Fiduciary Duty – fiduciary duty is an obligation to act in the best interests of another party or entity. For example, a corporation's board member will have a certain fiduciary duty to the shareholders, while a trustee has a legal obligation to the beneficiaries of an estate. It's not uncommon for people in a position of trust such as corporate officers, directors, agents, trustees or partners to violate that trust and their fiduciary duty to the company they were working for or with.
Fraud and Deceptive Trade Practices – Any type of fraudulent activities and misrepresentations in business transactions.
Disputes Over Non-Compete Clauses – These disputes involve non-competition, non-solicitation, and non-disclosure agreements by former business associates, owners and employees. When there is a breach in one of these clauses, it may result in a lawsuit that includes a request for emergency relief by means of a pre-trial injunction or a restraining order.
Antitrust Violations – Antitrust violations cover price discrimination, price fixing conspiracies, monopolizing a market, and conspiracies to allocate customers, or divide territories or otherwise control and prevent fair competition in the marketplace.
Violating Intellectual Property Laws – Violations against intellectual property laws including: patents, copyrights, trademarks, trade dress, service marks and also trade secrets.
Debt Collection – Collecting various types of debts such as guaranty agreements, promissory notes, and mortgages and deeds of trust.
Other types of commercial litigation include: partnership disputes, Civil RICO, ERISA, business dissolution, class actions, franchise issues, and shareholder issues among others.
Landlord tenant disputes
Our firm has successfully assisted many businesses, stores, restaurants, and other types of commercial establishments with landlord-tenant litigation. If you are having difficulties in any of the following areas, we urge you to speak with an attorney from our firm immediately:
- Reviewing of lease and rental agreements
- Missed rent payments
- Breach of lease
- Overcharged rent disputes
- Property damage disputes
- Fixture damage or fixture related disputes
Landlord/tenant relationships sometimes end up in dispute. When they do, our firm ensures that clients are given efficient and experienced representation.