516.393.9151+ Free Case Consultation

Business Law

Tand & Associates is a first-rate law practice with a number of diverse specialties, one of which is business law. Our talented attorneys are experienced in all legal aspects of business, including startups, partnerships, joint ventures and the establishment of various types of corporations. Whether you are looking to form a new business, buy out or sell an existing one, or need advice about trademark protection and licensing, operating, non-compete, proprietary, or non-disclosure agreements, we are here to help. As you probably already know, having a sophisticated, knowledgeable attorney at your side as you take each important step in advancing your business paves the way for ongoing success.

Business Startups

Starting a business is not a matter to be undertaken lightly. Our business attorneys are well-trained in business planning as well as business formation, so we are able to assist you from conception to completion as you set up a new business. We will help you to develop business strategies that are known to be effective. When you come to us we are fully prepared to advise you and guide you; whether you are establishing a small business or forming some type of corporation, we will assist you in achieving your goals.

Much depends on how you plan to capitalize your business, whether you plan to issue stock, your preferred tax treatment, and how you foresee dealing with issues of owner liability.

Advantages of Incorporating

The concept of forming a corporate entity comes from the realization that, if your business fails, you could end up exhausting your personal wealth as you pay off business debts. Even businesses that appear to be thriving can take a big hit from unexpected costs, such as a  lawsuit, tax penalties or extensive benefit payments. To save yourself from such potential disaster, it is wise to create a corporation to protect your accumulated personal assets. The Internal Revenue Code delineates two levels of corporate tax treatment: Subchapter C and Subchapter S corporations.

Subchapter C Corporations

Subchapter C corporations are typically large and publicly held. They confront double taxation since, if they pay dividends to their shareholders, they file their own tax returns, paying taxes on profits before paying out dividends. Nonetheless, their shareholders’ individual returns will be taxed again based on their individual returns.

Subchapter S Corporations

Subchapter S corporations, however, are permitted to avoid double taxation, and by so doing protect their shareholders. While advantageous in some ways, Subchapter S Corporations are restricted in that they must:

●  Be domestic

●  Not be affiliated with larger corporate groups

●  Not have more than 100 shareholders

●  Have only one class of stock

●  Have no corporate or partnership shareholders

●  Not have any alien shareholders

Other Types of Business Formations

There are a few other kinds of business models that entrepreneurs may employ, such as:

Limited Liability Company (LLC)

LLCs are formed under state law and provide personal liability protection in much the same way an S Corporations. LLCs are also corporate structures in which company members cannot be held personally liable for company debts. Essentially, LLCs combine the traits of sole or partnership ownership with those of a corporation.

Joint Ventures or Partnerships

The difference between a joint venture and a partnership is that, although in both each partner is equal in ability to represent the whole organization, in a joint venture the two entities are in business together only for a short-term purpose. It is also possible to form a limited liability partnership (LLP) in which one partner is not liable for another partner’s mistakes or misconduct.

Asset Purchases

An asset purchase agreement (APA) is an contractual agreement between a buyer and a seller. While the buyer may be purchasing only some of the existing company’s assets, this document clarifies the final terms and conditions of the sale.

Stock purchases

Another method of purchasing a business is by buying a large number of stocks in the company from existing shareholders. Sellers tend to prefer stock sales while buyers favor asset sales. Of course, unless the company being sold is a corporation with shareholders, it can only be sold as an assets purchase. There are complexities involving taxes and liability concerns inherent in both methods of purchase which is why it is so important to have a practiced business attorney at your side.

Buying and Selling Businesses

The purchase or sale of a business is a complicated process for which experienced legal counsel is essential.  When representing clients in such transactions, our attorneys start the process by learning as much as possible about the buyer’s’ or seller’s objectives in order to offer advice on a broad range of issues from business matters and financial risks to legal hurdles. Our goal is to identify possible challenges at any point from negotiations through closing, and to put safeguards in place to prevent potentially troublesome issues from arising.

There are two primary methods of transferring ownership of a business, either by sale of the businesses’ assets or by the transfer of ownership of the entity itself:

Asset Purchase Agreements (APA)

An Asset Purchase Agreement is a type of business sale in which the buyer purchases specific company assets while at the same time assuming specific liabilities. Issues that must be addressed in such agreements include inventory, accounts payable or receivable, the condition of the assets in question, and the lease of the premises.
Share Sale Agreements

A share sale is a sale in which the purchaser buys shares of the company from the existing shareholders. In general, purchasers do not look favorably on such agreements because of resulting tax and liability issues that may arise. During transactions involving the sale and purchase of businesses, another common type of clause put into transactional documents is a non-competition provision
Non-Competition Provisions

Many purchasers require a non-competition provision in the contract when they buy a business. This provision is designed to guarantee that the seller will not start a similar business in competition with the one just sold. Typically, there are restrictions to such clauses, both in terms of duration and geography, so as not to interfere with free trade and commerce statutes.

As mentioned, the actions taken when buying or selling a business are complex and can be confusing, even to those well-versed in the area. At the office of Tand & Associates, our attorneys are alert to every aspect of making such deals. In addition to negotiating, drafting and reviewing business sale letters and agreements, we advise and assist business owners and investors on a wide range of issues, including:

  • Selecting the right type of business entity (e.g. partnership or type of corporation)

  • Financial matters involving the transaction

  • Employment decisions, such as continued employment of current employees

  • Employment matters pertaining to relocation

  • Managing liens and corporate liability problems

  • Negotiating earn-outs in which the seller receives future compensation

  • Understanding local jurisdiction laws and any required licenses and permits

  • Considering new trade name, transfer of customer lists, training of new staff

Preparation and Review of Business Contracts

Our attorneys are also adept at drafting, negotiating, and reviewing all types of legal documents. We make sure such contracts are fair and binding and that they will protect your best interests. When you deal with our practice, you can trust that any business document you sign have been well-vetted, including:

  • Buy-sell agreements

  • Service contracts

  • Releases and waivers

  • Property agreements

  • Shareholder agreements

  • Operating agreements

  • Lease agreements

If you are looking to start a new company or planning to buy or sell an existing business in Nassau County or anywhere on Long Island, do yourself a favor and call Tand & Associates in Garden City. Our skilled legal team is looking forward to meeting with you and helping you to realize your objective in the most effective way possible. We can be reached through the contact form on our website or by calling us at 516-393-9151.

© 2018 Tand & Associates | Disclaimer
1025 Old Country Road , Suite 320, Westbury, NY 11590
| Phone: 516-393-9151

Employment Agreements | Representing Employees | Employment Law | Establishing Company Policies | Sexual Harassment | The Family Medical Leave Act | Wage and Hour Laws | Workers' Compensation | Civil Rights Litigation | Wrongful Termination | Familial Status/Pregnancy Discrimination | Sexual Orientation Discrimination | Sex and Gender Discrimination | Racial Discrimination | National Origin Discrimination | Attorneys | Other Practice Areas | Testimonials

Law Firm Website Design by
Amicus Creative