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| BUSINESS LAW | |
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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
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