BUSINESS FORMATION, OPERATIONS, GROWTH,
AND TRANSITION

Our Firm offers strategic legal and business advice, planning and services, including crisis management, to in-house counsel, shareholders and other business owners, and upper management of both domestic and foreign business entities. We make it our business to know and understand our clients' businesses and industries so that we can structure legal solutions designed to meet our clients' business objectives. The scope of our services is broad and includes mergers and acquisitions, contract drafting and negotiation, vendor, customer and employee claims and disputes, financings, capital raising, major asset purchases, shareholder and owner disputes, succession planning, legal compliance audits, defense and tax analysis, planning and compliance. These services often arise in the following contexts:

• New Business Startups or Challenged Next Stage Growth. Our businesslike approach to resolving our clients' business startup, structuring and growth issues includes finding exactly the right solutions to the complex issues involved in starting or growing a successful business. By focusing our attention on non-publicly traded businesses, we get to know director, officer and shareholder concerns. We take a comprehensive approach to these services and help our clients understand how the right business structure and operation can affect many aspects of their business, including taxes, financing, employment issues, capital raising, and will dictate the likelihood of success or failure of a business enterprise, whether in its infancy or a transitioning phase. For example, some considerations include:

• Entity structure and forum selection benefits and detriments.
• Preservation and securitization of critical Intellectual property rights.
• Management and preservation of key employee and talent resources.
• Establishing venue and sources for capital infusions and confident financings.
• Establishment of reliable vendor and customer platforms for sustained growth.
• Preservation of decision making stability and controls.
• Preservation of structural flexibility and stability for growth, transition and the less predictable, economic up and down turns that may arise down the road.

• Major Transaction Undertakings: Mergers, Acquisitions, Succession Plans, Shareholder Buyouts and Restructuring. We have the professional experience and resources to help both domestic and foreign companies of any size complete major deal transactions with either public or other non-publicly traded entities. Our regular undertakings as lead counsel representing both buyers and sellers in a multitude of transactions and structures cutting across many industries has given us the confidence, strength, reputation and efficiencies to close transactions in a timely and favorable manner for our clients. We have earned our reputation as a leading merger, acquisition and major transaction firm in Connecticut since 1944 and have significantly grown and expanded this practice purely through word of mouth referrals from existing clients, investment bankers and opposite side of the table counsel. We are known for helping our clients find unique solutions to mergers and acquisitions and other major deal transactions that may otherwise seem out of reach.
• Disputes between Owners/Shareholders. While we work with our existing clients to head off disputes by implementing sound management agreements and, in the family business setting, well thought out and executed succession plans, we are especially experienced through referral business from other professionals in handling and bringing about creative solutions and resolutions for complicated and emotionally charged ownership disputes. Without attempts to "calm the waters," a business can be severely or irreversibly impacted by owner conflicts and discourse. We work with principals to develop a detailed strategic plan for resolving such disputes and, on occasion, we use our business litigation lawyers, when necessary or appropriate, to complement the negotiating powers and to push the plan agenda to achieve a full and final resolution.

• Compliance Concerns and Issues
• Tax Compliance. Our tax attorneys are extremely knowledgeable in all aspects of business taxes. We provide legal counsel for tax planning and transaction matters such as: tax planning strategies, IRS compliance advice, tax audit preparation and defense. Three of our attorneys have advanced degrees in taxation from New York University Law School and we are often called upon by financial professionals, accountants, and other attorneys to resolve complex tax planning matters for their clients.
• E-Commerce Compliance. Companies doing business on the internet are affected by a wide range of state and federal e-commerce laws that govern free trade, privacy, website development, internet fraud, advertising, licensing, and linking agreements. Our firm has been working closely with e-commerce companies and "bricks and clicks" businesses since the internet began becoming a major economic force in the late 1990s. We serve as in-house or outside counsel for clients who need to understand how e-commerce laws affect their operations and we help clients find solutions to complex e-commerce law issues, such as, linkage and licensing agreement law, Internet privacy laws, Internet fraud litigation defense, website development legal issues and e-commerce financing law.

BUSINESS SUCCESSION PLANNING

Business succession planning is the art of transitioning the ownership and management of a closely held business from one ownership group to a younger generation of managers. Transferring equity and voting control within a family from a founder to his or her children is one of the most challenging but rewarding areas of business planning. Our attorneys have the knowledge and experience in the multiple areas of law needed to craft a successful succession strategy, with attention to all areas of corporate law, income, gift and estate tax law, trusts and estates law, employment law and mergers and acquisitions law that have an impact on the success of that strategy. We are very sensitive to the emotional issues inherent in giving up control and evaluating the abilities of your children. We are most proud of the long term relationships we have in representing clients in the successful transition of their businesses down to as many as four generations.

Some of the techniques used to transfer equity at reduced transfer tax costs while maintaining voting control in the older generation in family harmony include:

• Corporate Recapitalizations creating voting and non-voting shares.
• Creating preferred stock or preferred LLC and Partnership interests to preserve income that do not participate in future growth.
• Transfers of equity interests using gifting strategies taking advantage of inter-family valuation discounts.
• Transfers of substantial equity gift tax free using grantor retained annuity trusts.
• Sales of equity free of capital gains to intentionally defective grantor trusts.
• Gifts of equity to spousal gifting trusts to maintain income for older generation.
• Redemption agreements during lifetime or on death of older generation.
• Shareholder, operating and partnership agreements to govern the rights and obligations of the owners.
• Trusts to create asset protection against future divorces and liabilities of the younger generation.
• Employment agreements to clearly identify responsibilities.
• Director agreements on dividend and distributions.
• Insurance funded buy-sell agreement.
• Real estate structuring for tax reduction and separation from operating assets.

We work in concert with other attorneys, accountants, business psychologists, and appraisers to achieve the plan that works.

Mario J. Zangari, Robert F. Cohn, Christine A. Barker and Robert Blythe all are well versed in business succession planning.

DISPUTE RESOLUTION

Business succession planning often leads to disputes between business owners and family members. When egos, family loyalties and differing abilities interact, our attorneys have in many instances brought the family together. Our firm has earned a reputation for helping our clients find unique, cost effective resolutions with the aim of avoiding litigation. In many instances, our attorneys are advisors to the family and, as a result, are able to achieve a compromise among opposing personalities.

If litigation cannot be avoided, our litigation attorneys work well together to provide a complete and efficient dispute resolution service to businesses and their owners.  Hugh W. Cuthbertson and Steven C Rickman represent business in disputes as more fully described on our civil litigation and dispute resolution pages.