Graham Curtin has expertise in advising institutional and individual clients with respect to all stages of the life cycle of a business, from its initial formation and organization to its final disposition, whether through a public offering, sale, or transition to the next generation of leadership. We provide advice with respect to the choice of business entity, including the comparative analysis of corporations, “S” corporations, limited liability companies, limited and general partnerships, and limited liability partnerships. We assist clients in forming new entities for start-up businesses, mergers and acquisitions, single purpose investments, subsidiaries for existing entities, and joint ventures. In that connection, we provide advice regarding entity formation documentation, such as certificates of incorporation, certificates of formation, certificates of limited partnership, bylaws, operating agreements, partnership agreements, organizational meeting minutes, stock certificates and subscription agreements.
- We provide advice with respect to the rights and responsibilities among the participants in business entities, representing both individuals and entities in the drafting, review and negotiation of shareholders’ agreements, limited liability company operating agreements and partnership agreements. These agreements routinely address restrictions on transfer of stock or ownership interests, buy/sell rights and obligations, management duties and authority, voting rights, rights of first refusal or first offer, tag-along and bring-along rights, and restrictions on competing activities by owners and management. We have experience in drafting these agreements to effect succession planning objectives in closely-held and family-owned businesses and incorporating different classes and forms of equity, such as preferred and incentive equity, into the entity’s capital structure.
- We advise corporations and their officers and directors on corporate governance and fiduciary duties, including the scope of director and officer authority, the standards of care applicable to the consideration of corporate transactions and consent required to approve such transactions, and officer and director indemnification.
- We represent employers and executives in the negotiation of employment agreements, non-competition agreements, confidentiality agreements, severance agreements and change-in-control agreements. Our attorneys have experience defining an executive’s compensation (salary, bonuses and equity compensation), benefits, job duties, and post-termination restrictive covenants. We also have experience drafting and reviewing stock option plans and non-qualified deferred compensation plans for executives. In connection with the severance of employment (both voluntary and involuntary), our attorneys have assisted both employers and executives in the negotiation of severance terms, including the continuation of compensation and benefits, the exercise of stock options, potential claims against the employer, and mutual releases of the employer and the executive.
- We counsel our clients regarding the business and tax issues related to corporations (both “C” and “S” corporations), partnerships and limited liability companies. Our attorneys also have significant experience in structuring, documenting and providing tax advice with respect to domestic and international joint ventures, joint development agreements and other strategic alliances.