BUSINESS LAW

Herten Burstein represents small and middle-market businesses in all aspects of business law and transactions. We provide legal services to start-up businesses and established businesses, family-owned, privately-held and publicly-traded companies.

General counsel to businesses and their ownership and management

We provide general advice and counsel to our business clients on day-to-day legal matters, such as reviewing and preparing contracts and advising clients how to proceed in accordance with the law and their governing and organizational documents. In essence, we serve as outside general counsel to our business clients and often receive the first phone call from owners and managers on a wide variety of matters. 

Selecting the right form of business entity, and organizing and starting a business

We understand the advantages and disadvantages of corporations, limited liability companies, partnerships, and other forms of business entities. As a result, we are able to advise our clients on the proper form of business entity to meet their objectives. We are also able to advise our clients whether to form an entity in New Jersey, Delaware or elsewhere.

Once our clients have decided on the proper form of business entity, we prepare the necessary documents to form and organize the entity, and work with our clients and their accountants, bankers, insurance brokers and others to get the business started in the right direction.

Negotiating and preparing agreements among owners

We strongly advise our clients to document the agreement between the owners of the business as early in the life of a business as possible. In our experience, negotiating and preparing an agreement among owners will prevent not only future disagreements, but also lawsuits and the possible demise of the business. We counsel clients to consider not only ownership percentages, capital contributions, compensation and management, but also, for example, buy-sell obligations upon death, disability, disagreements, and deadlocks. We have negotiated and prepared a large number of shareholders agreements, LLC operating agreements, partnership agreements, and buy-sell agreements among business owners.

Financing and growing a business

We understand that companies need financing to grow their businesses. We help clients when owners, managers and outsiders want to loan money or make an investment in companies. We represent and work with lenders so we know what clients need to do to get their financing in place. We also work with angel investors and venture capital firms.

Bringing in a new owner or investor

We understand the concerns of our clients when they are bringing in a new owner or when they are buying into a business. We advise our clients on the legal as well as the practical issues involved in such matters, and we negotiate and prepare the necessary documents to complete these transactions and protect our clients.

Negotiating and preparing business contracts

No two clients, transactions or situations are exactly alike. As a result, we have negotiated and prepared countless types of contracts for our clients in a wide variety of businesses. In addition to the various types of agreements mentioned on this page, we have negotiated and prepared, for example, manufacturing and supply agreements, distributorship and dealer agreements, and brokerage agreements.

Buying and selling businesses / mergers and acquisitions

We understand that our clients may want to grow their businesses by buying another company. We also understand that there may be opportunities for our clients to sell their companies. We have represented our clients as buyers and sellers of their businesses, whether through buying or selling assets or shares of stock (or other forms of equity) or merging companies. We are involved in all aspects of the deal, from the non-disclosure agreement and the letter of intent to legal due diligence to the transaction agreements to post-closing issues.

Negotiating and preparing license agreements

Whether our clients are licensors or licensees, we have the experience negotiating and preparing patent license agreements and trademark license agreements that benefit our clients. The firm’s Business Law group also works hand-in-hand our Intellectual Property group on such matters.

Negotiating and preparing employment and consulting agreements

We negotiate and prepare employment agreements, consulting agreements and other agreements for our clients, whether they are employers, executives or consultants. We also work with our Labor and Employment lawyers on more complex employment matters.

Protecting businesses and their IP

We ensure that our clients’ businesses and their confidential and proprietary information are protected through restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions and agreements, as well as good trade secret policies and practices. We also protect our clients by working with our intellectual property lawyers to register patents, copyrights, and trademarks, and with our trial lawyers and litigators to enforce the restrictive covenants in court when necessary.

Business breakups and owner disputes

Sometimes, business owners have disputes or want to leave the business to pursue other opportunities. When the breakup is amicable, we negotiate and prepare the necessary documents for our clients. When it is not, we use our experience to try to resolve disputes through negotiation rather than litigation. If litigation is necessary, we work with our trial lawyers and litigators to protect the rights and interests of our clients in court. We have handled disputes involving oppression against minority owners in addition to disputes between owners involving shareholder agreements, LLC operating agreements, and other agreements.

Business succession planning

We work with our clients that are family-owned businesses to transition ownership and management from one generation to the next. As such matters frequently involve estate planning and tax issues, we work closely with our estate planning lawyers.

Business dissolution

When the business has come to an end, we work with our clients to legally dissolve and liquidate their companies to avoid future problems, such as liability of directors and shareholders for the debts and obligations of the business.

Herten Burstein attorneys practicing in this area include:

Thomas J. Herten
Andrew J. Cevasco
Arnold D. Litt
Steven B. Harz
Patrick Papalia
Richard J. Contant
Gianfranco A. Pietrafesa
Daniel Y. Gielchinsky
Jason T. Shafron
William H. Schmidt, Jr.
Louis C. Tomasella
John P. Fazzio III
Anthony E. Hope