Whether it's a small private company, a start up or growth company or a large publicly traded multi-national corporation, the Firm's corporate, securities and tax attorneys are dedicated to helping our clients achieve their goals in organizing, operating, financing, and expanding their businesses.
Corporate & Securities Law Practice
Our corporate practice serves as counsel to domestic and foreign public and private companies. Our clients come from a broad range of industries and require a varying level of expertise and representation. The attorneys in the corporate and tax group combine their diverse practice experiences and professional backgrounds to provide comprehensive and innovated counsel and planning to the Firm's clients.
Our corporate, securities and tax attorneys provide counsel on a wide range of issues, including the formation of business entities, as well as preparing the necessary agreements such as the formation documents, partnership agreements, operating agreements, and shareholder agreements. We also structure, negotiate and prepare the necessary agreements to support corporate transactions, such as employment, indemnification, non-competition, non-solicitation and, confidentiality agreements.
Our corporate and tax attorneys also structure, negotiate, prepare and close various types of business combinations, such as stock and asset acquisitions, mergers and asset divestitures, as well as licensing arrangements. As part of representing our clients in such transactions, we negotiate and prepare letters of intent and conduct due diligence investigations.
In today's challenging environment, our corporate attorneys provide advice and guidance as to a business' governance structure. This includes advice as to the proper composition of a company's board and committees, establishing charters and procedures to ensure necessary governance as well as representation of the company when there is a government or regulatory inquiry. Our corporate practice group's focus is to protect clients from legal violations or issues that would adversely affect their business operations or shareholder value.
Start Up & Growth Companies
A significant portion of our practice focuses on privately held start-up and mid-level growth companies that need guidance with corporate structure and financing. We also serve as general and securities counsel for existing public and private companies, and are dedicated and committed to putting our client's needs first.
We have guided numerous organizations through the start-up and growth process, from initial capital formation through an eventual public offering. Each of our clients is unique and we start each client relationship by developing a complete understanding of our client's business and operations. Together, we:
- help assemble and formalize needed documentation such as shareholder agreements, minute books, corporate agreements, employment agreements, and other formal corporate documents, including business plans and executive summaries;
- provide advice on selecting and developing the proper corporate structure for the organization, including corporations, limited liability companies and partnerships; and
- create the needed offering documents, whether private placement memoranda or public offering prospectus and handle all aspects of capital markets transactions.
- advise clients on a full range of corporate governance and related matters such as boards of directors and committee composition, practices and procedures; directors' duties and responsibilities; CEO/CFO certifications; and compliance with federal and state laws, requirements of the Sarbanes-Oxley Act of 2002 and the regulatory requirements of the New York Stock Exchange and Nasdaq.
Our forte is providing representation in complex and sophisticated contractual, financial, and merger and acquisition transactions for a number of mid-market clients, ranging from a technology and biotech companies to a defense component manufacturer.
Corporate Compliance
Becker & Poliakoff, LLP assists clients in reviewing, developing and implementing compliance and ethics programs, including management structures and controls, to prevent and detect violations of law. The Firm's attorneys aim to ensure that clients have in place comprehensive programs to guide them and their employees in conducting business ethically and in compliance with legal and regulatory requirements. The programs include conforming with the requirements of the Sarbanes-Oxley Act of 2002 and the regulatory requirements of the SEC, the NYSE and the Nasdaq Stock Market. We will assess and design programs which may include a risk analysis and identification of substantive areas in which compliance programs are needed, creation of monitoring and auditing procedures, establishment of a structure for discipline, program revision and corrective action, and board and management oversight of compliance and ethics programs. Our attorneys are experienced in developing such programs, particularly in the small public corporation, broker/dealer and financial services business sectors.
We have also been retained as Special Counsel to Audit and Corporate Governance Committees of Boards of Directors to conduct special investigations to assess and evaluate circumstances that may indicate a breach or violation of internal controls or federal or state securities laws. In these engagements we have prepared confidential reports designed to enable our clients to determine whether any remedial action is warranted, and provided guidance in the structure and application of such action.
Tax Law
We represent domestic and international clients in multi-jurisdictional tax structuring and planning with a view towards global tax minimization and efficiencies, including tax treaty, withholding tax and foreign tax credit planning and strategies.
Specifically, we represent domestic and foreign sellers and financial and strategic purchasers in connection with the federal income tax aspects of taxable and tax-free merger, acquisition and reorganization transactions, in addition to tax planning utilizing partnerships, limited liability companies and joint ventures.
We also provide counsel to our clients, both domestic and international, in tax planning for real estate acquisitions. Our counsel includes recommending the investment vehicle as well as planning opportunities to minimize or defer tax consequences on the ultimate disposition of the property.
We also advise clients on investment issues relating to or affected by Controlled Foreign Corporations (CFCs), Subpart F income, US trade or business activities and Passive Foreign Investment Companies (PFICs).
Multi disciplinary Approach
Becker & Poliakoff attorneys recognize the need for multi disciplinary approach to transactions and business counseling. Therefore, we often include attorneys with experience in tax, intellectual property, licensing, securities, asset protection and litigation in mergers, acquisitions or business combinations of any type. It is our goal to put the right team in place to work collaboratively to resolve issues, advance business strategies, and demonstrate our commitment to serving clients as a legal and business strategist.
|
