Michele Longo Eder  Attorney at Law

Business Law

What Is Business Law?

One of the most important issues for many businesses is deciding which form of business entity to use. For example, a limited liability company, or a partnership, or an “S” corporation or a “C” corporation may be appropriate for your business. I work closely with my clients and their financial advisors to determine what your long term goals are, and which type of entity will best enable you to achieve those goals. Once the appropriate entity is chosen, I handle all aspects of forming the entity, and providing on-going legal support of company operations and maintenance of the entity after formation.

• Entity selection.
  Today there is a broad selection of entities available, including corporations, limited liability companies, general partnerships, limited liability partnerships, joint ventures, and sole proprietorships. Each comes with specific tax and non-tax advantages and disadvantages. I assist clients by identifying those advantages and potential pitfalls to assure greater success through proper selection.
• Entity Formation.
  Once the type of entity is selected, I draft all of the documents needed to complete the formation process. In addition, I address ongoing issues such as potential restrictions on the transfer of business interests, by drafting agreements such as Buy-Sell Agreements and Shareholder Agreements. It is important to insure that the necessary formalities are completed so as to enable the entity which is chosen to fulfill its desired purpose.
• Maintenance.
  Depending on the type of entity selected, periodic meetings and minutes of those meetings may be required. I routinely send written reminders to clients (without charge) of the need to keep current on such “housekeeping” type matters because of the importance they can play in the event of litigation or an audit, and I assist in the preparation and review of such documents. Here, my goal is often to ensure that the desired tax treatment is evidenced in the records and contracts of our client’s business entity.
• Contract Negotiation and Drafting.
  Businesses frequently need assistance in the negotiation, interpretation, and drafting of important contracts with customers, suppliers, etc. I regularly help clients in such matters.
• Termination and Transition.
  In the event that a business is terminated, rather than sold or merged, I assist with the planning, structuring and proper documentation of such actions. In the alternative, if my client’s goals include the transfer of ownership to key employees or a subsequent generation, I have experience in designing transition plans that will facilitate my client’s success in these objectives.