Business and Commerce Law

Business, Commerce and the Contracts Related 

We study, and know how to utilize, the law that impacts the business and commerce of our clients.  We have the passion, concern, experience, knowledge and ability to assist our clients with difficult and varied aspect of the law that impacts business.

We get to know our clients.  We listen and visit our clients, so we learn about their business.

We have experience in numerous aspects of the business law practice.  Our passion lies in providing a service that is beyond paperwork.  We take our role as legal advisors seriously.  Whether we are doing a straightforward entity formation, or a complex transaction, we are engaged with you throughout the process.  We do what is needed to get to understand our clients' expectations, and then offer our advice and recommendations.

We will be mindful of our client's needs and timetables.  We promise to return phone calls and reply to emails, as soon as feasible.  We are also mindful of the cost concerns that most of our clients have, and that our clients want us, as their lawyers, to be aware of as we also help our clients make their deal.  The goal of our clients will be our goal.

When you hire us, you are obtaining lawyers who are passionate about the law and about you.  We are knowledgeable, experienced legal advisors and who are also responsive and aggressive advocates.

We have a wide-range of legal work experience in this area of business and commerce law which  includes representing, assisting or counseling our clients with regard to:

  • Business formation/choice of entity
  • Contracts and agreements
  • Mergers and acquisitions/ purchase, sale of business and assets
  • Business litigation
  • Business reorganizations
  • Executive compensation
  • Corporate governance
  • Licensing and permits
  • Secured transactions and credit arrangements
  • Commercial loans
  • Joint ventures
  • Regulatory advice
  • Licensing agreements
  • Employee relations
  • Shareholder agreements including buy/sell and voting agreements
  • Shareholders' rights
  • Limited liability companies
  • Director and Officer liability issues
  • Succession planning
  • Taxation

The choice of a business organization is one of the earliest and most important decisions of a person who is first going into business or for the entrepreneur. The type of business entity structure and organization affects the later business's day-to-day operations and its tax status, and potential legal liability of the officers, directors, managers, employees and partners.

We will help our clients by first learning about the client's new business, ideas and goals. We explain the pros and cons of the options available for our client's new business organization. Our business clients include limited liability companies (LLCs), corporations, limited partnerships, partnerships, joint ventures, sole proprietorships and cooperatives.

After the choice of a business organization has been made, we assist clients in protecting their operations, providing tax advice, and drafting articles of incorporation, certificates of organization, bylaws, operating agreements, organizational meeting minutes, and shareholder or member agreements.

Once a new business is organized, we assist our client's with ongoing needs including filing biennial reports, drafting annual and special meeting minutes, notices, and proxies, and provide counseling about changes in the law that may impact the business.

We also assist our business clients with stock options and other forms of executive compensation, employment and non-competition agreements, shareholder buy-sell agreements, and succession planning.

 

We handle all types and sizes of business transactions from the negotiation and due diligence to the drafting of the documents and the transaction documents and to the closing of  the deals. We draft, negotiate, interpret, and enforce many contracts, such as:

  • Acquisition or sale of businesses, including both asset and stock acquisitions and sales.
  • Employment agreements and consulting agreements.
  • Construction contracts and subcontracts.
  • Service agreements.
  • Equipment leases and purchases.
  • Real estate leases and subleases.
  • Purchase order terms and conditions and order acknowledgment terms and conditions.
  • Intellectual property agreements, including patent, trademark, and software licenses.
  • Mechanic's lien release forms relating to construction projects.
  • Premises security and premises access agreements.
  • Product development agreements.
  • Strategic alliance agreements
  • Stock and asset purchase agreements
  • Shareholder agreements
  • Business formation documents
  • Licensing agreements
  • Employment agreements
  • Confidentiality and non-disclosure agreement

We can help our clients achieve the best terms available consistent with achieving the client's goal of completing the transaction.

Corporate Governance

Increasingly, corporate governance best practices are being demanded of large, small and family companies. Regulators and shareholders hold officers and boards accountable. The company directors must have a good understanding of what is legally expected to meet their obligations.

We provide legal counsel on issues such as board duty, delegation of responsibility, committee structure and functions, self-assessment, codes of ethics, conflicts of interests, fiduciary duties, risk management oversight, succession planning, whistleblower matters, and other oversight-related functions.

Business Litigation

We have significant experience in business and commercial litigation. The goal of our litigation is to deal with business disputes swiftly and effectively so you can get back to business.

We represent small business clients range in size from small or family-owned businesses to medium size businesses. We have experience handling matters for our clients in state and federal courts throughout Iowa and Illinios. We handle contract disputes, lawsuits as to whether a business complied with Code provisions or the entity's governing documents. We handle lawsuits addressing trade secrets and fiduciary duties, and shareholders' or dissenter's rights.

Executive & Comp Benefits

While most executive compensation regulations are aimed at public companies, today even smaller companies' executive compensation practices are being subjected to increased scrutiny.

We counsel many individuals and business on executive compensation practices and legal requirements including proper disclosure. We work with clients to negotiate employment agreements for key members of management that comply with financial regulatory and employment law-related requirements while also giving proper attention to tax planning concerns.

Purchase, Sale, Mergers & Acquisitions

We assist businesses in formulating strategies for expanding or selling their businesses through merger and acquisition transactions. We are able to aid our clients through each stage of the process, including pre-transaction planning, negotiations, preparing merger and acquisition agreements and related documents, conducting due diligence, and following up with post-closing matters. We assist clients with matters related to purchase- sale of the business and merger and acquisition, including:

  • Stock purchases
  • Asset purchases and sale
  • Leases
  • Acquisitions of minority interests (such as through reverse stock splits, stock repurchases, or redemption)
  • Due diligence
  • Debt restructuring
  • Employment agreements
  • Confidentiality agreements
  • Bills of sale
  • Assumption agreements

Our Approach

We will work hard to earn your trust and loyalty through our commitment to you and your case, by our work ethic, our experience and resources, our deep commitment to obtain justice and our honest ethical approach.

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