(201) 431-6276
Business Lawyer You Can Trust...
For over seventeen years I have been employed as a business lawyer by some of the most prestigious law firms on the East Coast, representing both Fortune 500 companies and private investors in all forms of business law and transactions. Until recently, I managed a team as lead counsel of acquisitions for one of the largest U.S. telecommunications companies in the cellular sector.
My goal as a New Jersey business lawyer (and New York) is to help entrepreneurs achieve their dreams.
I guarantee you will be overly satisfied by both the quality of my work and my timely responses to your inquiries.
Guaranteed timely response to you.
I treat your legal business issue as if it were my own.
I over deliver… Just look at my Google reviews below!
Business law is a term that covers many different areas of law, but generally speaking a business lawyer is a lawyer whose practice does not focus on filing lawsuits, but instead focuses on representing clients on transactional matters.
You may have heard the terms contract lawyer, commercial lawyer, transactional lawyer, or corporate lawyer… But in actuality all of those can be considered the work of a business lawyer. My firm can handle 99% of business matters such as the following:
LLC Formation / C-Corp Formation / S-Corp Formation
CERTIFICATE OF FORMATION: A Certificate of Formation is the ‘birth certificate’ of a limited liability company in New Jersey. It is the public document recorded with the secretary of state of New Jersey and contains public information such as; i) The full legal name of the LLC; ii) the name of the registered agent is of the LLC (the person who receives correspondence for the LLC); iii) the business purpose of the limited liability company; and iv) the main business address. An experienced business lawyer will be able to assist you in filing the certificate of formation, obtaining an EIN from the IRS and registering your business for state taxes.
OPERATING AGREEMENT: An operating agreement is the main operating document for a Limited Liability Company (LLC) that governs: i) How an LLC operates its business internally; ii) the rights of the members of the LLC (there are no shareholders in an LLC only members who own membership units or membership percentages); iii) who is responsible for the different work responsibilities for the LLC; iv) how the members will be paid by the LLC and in what percentages; v) under what circumstances the members can sell their membership units/percentages to other members or outside parties; vi) any other unique deal terms agreed by the members. Once negotiated by the business lawyer and executed by all the members of an LLC, the operating agreement becomes an actual contract that can be enforced by any member.
ARTICLES OF INCORPORATION: The Articles of Incorporation is the birth certificate of a corporation. Similar to the Certificate of Formation for a LLC, the Articles of Incorporation contain public information about the corporation such as: i) corporate name; ii) corporate address; iii) stock information; iv) registered agent information; and v) management/incorporator information.
CORPORATE BYLAWS: Corporate Bylaws are the main operating document that dictate how corporations internally operate their business and how the corporation works on a day to day basis. Unlike Operating Agreements, Bylaws do not generally contain terms that discuss how the shareholders treat each other (that is relegated to a separate contract called a “Shareholder Agreement”, explained below). Bylaws are usually created for any type of corporation (C-Corporations or S-Corporations) by an experienced business lawyer.
CORPORATE SHAREHOLDER AGREEMENTS: Corporate Shareholder Agreements are contracts entered into between shareholders in a corporation. The shareholder agreement will specify the rights, duties, and how the shareholders of the Corporation will interact with each other.
BUY-SELL AGREEMENTS: Buy-Sell agreements are agreements where shareholders of a corporation (or members of an LLC) can agree upon the terms under which the stock (or LLC units) can be transferred to another party or another stockholder/member. For example, many shareholders/members do not want to have third parties own a part of the business. Therefore, they will ask their business lawyer to draft a Buy-Sell Agreement to specify that upon a stockholder/member death, the company will buy back the stock from the deceased’s estate at a certain price (or formula for a price at later time). It is also important to note that a business lawyer can include buy-sell provisions as part of an Operating Agreement or Shareholder Agreement.
SYNDICATION / PRIVATE PLACEMENT: A Syndication or Private Placement (506(b)/506(c)) is a legal method of raising money for a business transaction (primarily for commercial real estate or other business purchases). For example, let’s say I want to buy a business that makes health care items such as masks and bandages. The cost of the acquisition is $10 Million dollars. I will finance the purchase with a $6 million dollar loan from a bank, but I need an additional $4 million dollars to complete the purchase. Let’s say I do not have $4 million dollars, so I locate investors interested in the deal and offer them 70% ownership in the new LLC that will purchase the business in exchange for $4 Million dollars. I will then retain a business lawyer to draft the proper Private Placement documentation (to avoid any SEC issues) and then close the deal.
Employment Agreements / Independent Contractor Agreements
EMPLOYMENT AGREEMENTS: Employment Agreements are contracts that specify the terms of the relationship between an employer and employee. Important terms an experienced business lawyer should include in an Employment Agreement are: i) duties of the employee; ii) salary of the employee; iii) benefits; iv) protection of confidential information; v) non-compete language; vi) term vs at will employment; and vii) termination rights of employer/employee.
INDEPENDENT CONTRACTOR AGREEMENTS: Independent contractor agreements are contracts between a contractor and a client. They are often used to protect a company from having the State of New Jersey or New York declare their contractors as employees. (It is very expensive to have employees because of payroll and other taxes, thus it is better to have your workers classified as contractors vs employees.) The Independent Contractor Agreement will outline the duties, work, and payment of the contractor and (if properly drafted by an experienced business lawyer) will clearly state that the work produced by the contractor is wholly owned by the client (including all claims to intellectual property rights).
NON-COMPETITION AGREEMENTS: Non-Competition agreements are contracts where an employee agrees not to compete with the employer during employment and after employment ends for a given period of years (usually only within a specific geographic area). Usually Non-Competition agreements contain additional terms such as: i) Non Solicitation of employer’s clients; and ii) protections of the employer’s intellectual property and confidential information. In New Jersey and New York, Non-Competition agreements are difficult to enforce and often business lawyers will recommend employers instead choose to enter into a Non-Solicitation agreement. As a New Jersey lawyer, I often discuss this and other contractual issues with my clients.
EMPLOYEE MANUALS: An Employee Manual (or Employee Handbook) is a governing document outlining the general policies, duties, and rights of employees. An experienced business lawyer will include important terms such as: i) Code of employee conduct; ii) benefits; iii) employee hours, vacation, paid time off; and iv) employee discipline/termination.
Buying a Business / Selling a Business
ASSET SALE: One method often utilised in buying or selling a business is the Asset Sale. Asset Sales are when the buyer and seller structure the contract to sell only the assets of the business to the buyer. What this means is that the buyer is not taking an interest in the seller’s company, but is instead only purchasing the assets of the seller. Why is this good for the buyer? The buyer is limiting their liability and obtaining a stepped up tax basis in the assets. This method is one of the safest ways to purchase or buy a business for the buyer.
STOCK SALE: The other main method of structuring a purchase of a business is the Stock Sale. A Stock Sale is where the buyer purchases the stock (or membership interest if an LLC) of the selling entity. Sellers like this structure because the seller gets taxed at a capital gains rate on the sale of the stock. This structure is usually not good for the buyer because the buyer is not getting a stepped up basis in the assets, and the buyer is taking the risk of any unknown contracts, loans, or liens created by the seller.
JOINT VENTURE AGREEMENT: A Joint Venture agreement is a contract between two entities combining their resources to obtain a business objective. (It is important to note that the joint venture does not create a new company.) The Joint Venture agreement will cover important terms such as: i) the specifics of the business project; ii) the financial or asset contributions of each party and; iii) how profits/losses will be shared between the two entities.
Commercial Real Estate
COMMERCIAL REAL ESTATE PURCHASE: Buying commercial real estate is very different compared to purchasing a one family house. Everything is much more complicated and you will need a business lawyer with experience in this area… The contract needs to be much more closely reviewed and negotiated, the mortgage and finance documentation is much more complicated, the due diligence research involved is much more extensive and there can be many more complicated title problems.
COMMERCIAL LEASING: Commercial Leasing is where a prospective business leases space from a commercial landlord. Commercial leases are usually much longer than residential leases and thus the commercial lease must be reviewed by an experienced business lawyer. Important terms in a commercial lease include: i) Rental price (usually on a per square foot basis); ii) term and renewal options; iii) who pays for common area maintenance/real estate taxes/insurance; iv) tenant improvement credits; v) type of guarantee by tenant owners.
REAL ESTATE FINANCE: Real Estate Finance concerns how a lender secures real estate as collateral for a loan. (The type of loan can be one large development project, purchase of a commercial building or real estate can be a smaller part of the deal. Regardless, whether large or small, to secure an interest in land, a mortgage, promissory note, possibly a UCC statement (for all fixtures), and other shorter documents are required to be drafted and negotiated by a business lawyer.
1031 TRANSACTIONS: A 1031 transaction is one of the most important tax concepts to understand for commercial real estate. A 1031 transaction is where an owner of commercial real estate exchanges one property for another, and (so long as he/she strictly follows proper procedure) can defer paying any taxes on the exchange. Thus, because of the tax savings the owner can then go ahead and purchase an even larger piece of property, and over time (if the owner keeps repeating 1031 exchanges) the owner can significantly increase the value of their portfolio. However their are strict requirements that your business lawyer must meet otherwise the 1031 can fail, such as: i) owner must identify substitute property within 45 days; ii) owner must close on that property within 180 days; and iii) owner cannot receive any money from the sale of the old property (it must go to an intermediary third party).
Borrower / Lender Representation
BUSINESS LOANS: Many business loans are funded with debt financing backed by the assets of the company (machinery, real estate, inventory, intellectual property, receivables). Whether you are in the business of making loans or if you want to make a loan to a friend, you are going to need a business lawyer to conduct significant research and draft documentation to fully secure the loan. Securing such a loan is accomplished by numerous documents which usually include: i) Business loan agreement; ii) security agreement; iii) promissory note; iv) UCC financing statement and; v) mortgage (if real estate is involved).
WORKOUTS / FORBEARANCE AGREEMENTS: In the event a loan goes bad, it is often best to avoid litigation and instead come to terms between the lender and the borrower. In such a case a forbearance agreement (or workout agreement) is negotiated and executed. With such a document the terms of the loan are either temporarily (or permanently) amended and the borrower agrees to waive all defenses.
SAAS Agreements / General Technology Agreements
SAAS AGREEMENTS: Technology Agreements (or SAAS Agreements) are where one party hires a developer to produce software code under certain specifications. If the business lawyer drafts this agreement properly, the hiring party usually receives all intellectual property rights to the code produced by the developer (and clear of any third party intellectual property rights).
LICENSING AGREEMENTS: Licensing Agreements are agreements where one party or entity gives permission to another to use, produce, or sell a certain asset or intellectual property for a given time period.
