The attorneys at Dearson, Levi & Pantz regularly counsel clients on all types of business transactions and general legal matters with the primary goal of achieving optimal treatment consistent with our clients’ business and personal objectives. Whether your transaction is a complex international merger, the acquisition of commercial real property, or the transfer of family owned business assets from one generation to the next, our attorneys have the experience and expertise to analyze, structure, negotiate, document and close the deal.
Our counsel includes business formations of limited liability companies (LLCs), general and limited partnerships, joint ventures, hybrid structures, C and S corporations, and consolidated groups. We also offer advice and counsel in the areas of business financing, business reorganizations, mergers and acquisitions, operating agreements, shareholder agreements, employment agreements, and other legal matters involved in the life cycle of a business organization.
Please see below for a brief sample of the extensive services we provide in our Business Transactions Practice.
Dearson, Levi & Pantz attorneys regularly advise our clients on entity selection from a business perspective, with an eye towards limiting tax costs and achieving insulation from civil liability. Our services include:
- Preparation of organizational documents for corporations, partnerships and LLC’s
- Obtaining required business licenses and assisting with other regulatory matters for the establishment of a business
- Negotiation and preparation of customized corporate bylaws, shareholder agreements, partnership agreements and LLC operating agreements
- Preparation of shareholder and Board resolutions
- Negotiation and preparation of purchase and sale agreements, contribution agreements and intercompany arrangements between related entities
- Assistance with the development of a proper capital structure for the organization
- Negotiation and preparation of employment agreements for key management and other personnel
Dearson, Levi & Pantz attorneys have substantial experience and expertise with the various methods of obtaining debt or equity financing, including commercial loans, private equity debt, equity financing, portfolio interest loans, and venture capital mezzanine debt financing. Our services include:
- Working with financial advisors and other disciplines including accountants, investment bankers and other consultants regarding the optimal method for raising capital for the particular business venture
- Negotiation, preparation, and review of financing agreements including joint venture agreements, loan agreements, warrant agreements, and preferred equity arrangements
- Review and negotiation of personal guarantee and indemnification agreements with lenders
- Drafting intercompany loans and other financing arrangements
- Consultation regarding compliance with state and federal securities laws including initial public offerings and the drafting of offering and disclosure documents for private placements of equity and debt issues
- Negotiating and drafting of management agreements with Private Equity Investors
If there is ever a time when you need a seasoned and highly skilled attorney, it is during a reorganization, merger, acquisition or divesture. With multiple parties involved, it is imperative that your counsel will be looking out for your best interests. And while a successful transaction can bring growth and economic gain, reality demonstrates that there is no shortage of casualties in the merger and acquisition arena.
Faced with increasingly tenuous tax, economic and regulatory environments, companies and individuals pursing acquisitions, divestitures or other types of business reorganizations need experienced counsel who can guide and negotiate sound, growth-oriented and defensible business transactions.
At Dearson, Levi & Pantz our attorneys are highly skilled and well-versed in providing strategic, innovative tax, legal and business services for complicated corporate transactions. Our services include:
- Structuring, negotiating and preparing complex acquisition/reorganization/sale agreements and related documents
- Negotiating and preparing spin-off/split-up agreements
- Due diligence investigation of target entities
- Preparatory due diligence for clients on the sell side of a transaction to posture the entity for sale in the most beneficial light
- Negotiating and drafting of agreements for the sale of the owners personal goodwill
- Negotiating and drafting escrow agreements
Our clients depend upon the experienced Dearson, Levi & Pantz attorneys to advise them in connection with business arrangements and a broad variety of agreements that enable them to successfully execute their business goals and objectives. Our services include:
- Structuring and drafting equity compensation and employment agreements
- Negotiating and drafting distribution agreements
- Negotiating and drafting vendor agreements
- Drafting of agreements related to e-commerce transactions
- Negotiating and drafting licensing agreements
- Preparation of confidentiality and non-disclosure agreements
- Consultation and strategizing with business owners regarding incentivizing the next generation of ownership/management and the preparation of agreements relating to various exit strategies