Practice Areas

Helping Business Owners Sleep at Night

Ask anyone what a lawyer does and they will probably tell you that they go to court and sue people or help people find a way to get out of a contract.  While that is true, in part, I have found that in my over two decades of practicing law, the most important service I provide is helping my client’s sleep better at night.  I know that sounds corny, but almost without fail, my clients tell me that is why they turn to me time and time again with their problems – because I help them rest easier at night, I reduce the issues that keep them up.


Clearly, I need to know the law, to understand contract language and be prepared to provide advice as to legal requirements – but that is a given for any good lawyer.   I have found that it is much more important to be able to take that knowledge and use it to provide clear and simple explanations of the law, of contracts, of disputes and find or create solutions for my clients – so they can understand their position and their options.   Once they are able to understand what they are up against in simple terms, they can do what business owners do – make informed decisions.


With knowledge comes confidence – and sleepless nights are minimized because my clients are able to understand the risks they face and create a road map, a plan of attack,  as to what they need to do to reduce those risks, the uncertainty they face – because the more information they have, the better, and more confident, decision they can make, with a greater understanding of the potential consequences of their actions.


Many treat law as a mysterious and complicated morass, and, although it often proves to be so, you can plan to address the uncertainty involved if you understand the process.   I am here to help you understand the situation you find yourself in, figure out what you want to accomplish and then determine whether you can achieve your goals, or if you cannot, how we can address the problem to come up with the best possible solution.    I help you understand the process, whether it be the terms of a Letter of Intent, how long a due diligence investigation will take, what it means if you agree to indemnity someone, what limits you face if a supplier breaches a purchase order and fails to deliver raw materials you need to finish a project, what types of liability you face in selling your goods and services – so that you can make an informed decision as to how to operate your business.    I help you separate the “wheat from the chaff” when looking at a 40 page contract from you main customer to determine what items you have to change, I help you figure out how you best prepare to sell your business and maximize the value you receive, I help you grow the business by illustrating the obstacles you will have to overcome when buying a business or expanding into a new geographic territory or a new product line, I help you work out the terms of your supply chain management and your independent sales network.


I don’t make the decisions for you, although I will certainly give you my opinion – rather, I try to provide the greatest amount of relevant information to allow you to make the best decision at that time and minimize the risks of those decisions.


The standard refrain I hear from my clients is that they need someone that is looking out for their interests, that helps them figure out their “blind spots”, to help them understand what they do not know when it comes to making decisions, and what could happen to them based on their decisions.    They have expressed great frustration that many attorneys are content to tell them what they can’t do – and that is the end of the discussion – or the explanation is so complicated that they are unable to decide what to do.   They tell me that they want and value someone that is not satisfied with saying “No, you can’t do that” – they want someone that thinks creatively, that is looking for a solution that has not occurred to the business owner.   They don’t want someone that speaks in “legalese” or uses so many acronyms and terms of art that they need a handbook to translate the advice given.


Although I focus on the law (as that is my primary role), I am not content with that role – rather, I look beyond the contract, beyond the statutes, rules and regulations and look to see how I can facilitate a business solution to a legal problem, how I can provide a practical solution to address the needs of the parties  – and I strive to always follow my conclusion that “No, you can’t do that” with a “but” – I want to be able to say,  “No, you can’t do that, but have you considered whether you could do this, or this, or this.”  Also, I have a clear appreciation that in 90% of the cases, you will come to me with an issue with respect to someone that you have done business with for years, as well as the realization that you will likely need to continue to do business with this party or your business will suffer.    As a result, I consciously put my ego aside when dealing with the issue – I am acutely aware that my desire to “win” the argument is subordinate to your goals; my job is to figure out what you want to accomplish and the best way to do that, even if it means I have to cede an argument that I know will win the day in court – my desire to “win” is focused on helping you achieve your goals rather than winning every argument – I derive much more satisfaction when you get what you want or need than I do winning an argument that ultimately does not advance your cause.


So, isn’t it about time you can sleep better at night after talking with your attorney?

Mergers and Acquisitions

Buying or selling a business is usually (and hopefully) the biggest transaction a business owner is ever faced with and, to do it right and maximize value, it pays to have professional advisors involved from the beginning.  This is my favorite area of practice given its “win-win” possibilities.  I have been involved in hundreds of mergers and acquisitions involving privately held and public companies, private equity and venture capital groups, and individuals and, as a result, I understand the process in detail and am prepared to assist you navigate to a successful transaction, whether you are the buyer or seller of the business.


I am a proponent of preparing for the sale of your business beginning on the day you create your business – the sooner the better.  Among many other things, selecting the appropriate business entity is a key decision and it may have a significant impact on the sale of the business, so I believe you should start thinking about your exit strategy immediately and throughout the evolution and maturation of your business as all of your decisions with respect to the business and its operations can have a significant impact on its value when contemplating a sale.  My mantra when it comes to M&A is that you, the business owner, the entrepreneur, should start thinking about your eventual exit now, so you can be best prepared when faced with an opportunity to transition your business.


If you are a buyer, I have helped businesses, along with private equity groups,  grow through strategic acquisitions with a focus on the successful integration of the acquired business, both from a legal and “cultural” perspective, with a view towards maximizing the value of the business for the eventual transition of the combined business.


I have worked on almost all types of M&A structures – asset purchases, stock purchases, acquisitions and dispositions of LLC membership interests, mergers, reverse triangular mergers, stock exchanges, ESOPs, leveraged buyouts, management buyouts and many other variations too numerous to list.


I have found a “niche” working with privately-held businesses and their owners in the small and mid-market space; business owners who have focused on running and growing their businesses rather than the corporate formalities of preparing for a sale.  Often, these types of transactions require a “deft” touch and an appreciation of the fact that most business owners have little actual knowledge of the process and procedure involved in buying or selling a business and are looking for a “road map” as to the process and what they can expect, as well as knowledge and judgment as to what items are most important and the ability identify and negotiate those matters that are of critical importance to the business owner.   As a good majority of my work in the M&A arena involves private held business owners, I understand that the owner may not know “what he doesn’t  know” about the process and doesn’t have a dedicated “business development” person employed by the organization – and my initial focus is on explaining the process and procedure involved in most M&A deals, from the initial contact and request for information, the need for a Non-Disclosure Agreement, Letters of Intent and Memorandums of Understanding, the due diligence process and the negotiation of the definitive Purchase Agreement and related documents and risk management when it comes to representations and warranties, covenants and indemnitees, the closing and many post-closing matters.


Without an understanding of these issues, including the ultimate goal of the M&A transaction, deals tend to “bog” down and the likelihood of failure is increased as time passes – and I commit to driving a transaction to closing as quickly as possible given the context.

Business and Corporate Law

A core piece of my practice is assisting clients with their general business and corporate legal needs.   Many times this involves the preparation and negotiation of contracts necessary for the business, whether it be a loan documents, commercial real estate leases, supply agreements with customers, confidentiality agreements, Non-Competition Agreements, software and intellectual property licenses, equipment leases, terms and conditions of sale for use with your form quotations, bid documents, purchase orders invoices, and acknowledgments, independent contractor agreements.  If it involves a written contract, I provide a review and assessment of the contract and its terms and suggestions as to how to proceed, including suggestions as to negotiation tactics.


Often, business owners are reluctant to have “ordinary course” contracts reviewed by legal counsel as the owners often believe there is little “value” to such a review.   I understand this tendency, but one of the first things I do with my new clients is discuss the business, its risks, its opportunities and the owner’s goals.   In addition to allowing me to be better prepared to represent an owner because I have more information, learning about the business allows me to pinpoint those areas where the “most” value can be provided and focus efforts on a review of those items.   In addition, many owners have been fortunate enough not to have been sued under a contract, and, therefore, have not experienced the many pitfalls associated with the legal “boilerplate” and are shocked to find that the “fine print” that most people ignore at the end of a contract, limits their damages to what they paid for the product or requires them to sue in the courts of another state or requires that they utilize arbitration rather than the court systems.   Have drafted, reviewed and revised thousands of contracts, I have experience highlighting the most vital provisions of a contract and focus on those matters that are critical to my clients.


I also assist in “strategic” planning from a business and corporate standpoint.   For example, you might be thinking about selling goods in another state or maybe even overseas – I can help in determining whether it makes sense as a result of issues that you may not be aware of as of yet – whether it be inadvertently establishing “nexus” in another state requiring you to register to do business in another state or the application of international laws to your sales overseas that may result in unintended consequences, I help you identify and address those concerns.     Or, maybe your children or a key employee are asking to be more involved in the business with a view towards becoming owners – what are the issues you should consider before agreeing to anything.   Maybe your model is so successful that you think you could start selling franchises throughout the country, but you are unaware of the requirements for selling franchises pursuant to each states’ version of the Uniform Franchise Law – and it may make more sense to set up a different sales distribution network.

Corporate Governance and Ownership Disputes

Thinking of starting a business?   Many think that it is a simple process – go online and organize a Limited Liability Company.   Granted, the process is easy – anyone can set up a LLC on line in about 5 minutes.   However, do you know if a LLC is better than using a corporation in your setting?   Do you know what type of tax entity you will select – a disregarded entity, a partnership, a corporation or a S-corporation – as well as what the “default” rule will be when organizing a LLC?


The process for starting a business is easy, but the online process does not address the issues of vital importance – limited liability, tax treatment, application of the self-employment tax, owner’s rights, transfer restrictions, the application of worker’s compensation and unemployment compensation, and many others.   These are issues that should be considered and addressed – especially if there is more than one owner of the business.    A vast majority of my time in this area is dedicated to assisting business owners’ in setting the “ground rules” of their relationship as owners – what are their respective rights and obligations, what will each be expected to contribute from a time and money basis, what vote will be required with respect to action by the entity, what happens if one owner wants to leave or transfer her interest, what happens if an owners dies, is disabled or gets divorced, how will money be divided up at the end of the year and similar issues.


Too often business owners look at a Shareholder Agreement or an Operating Agreement as something they will “get to later” when the business succeeds, because it doesn’t make sense to invest in legal fees to address this issue when the business has not succeeded, and, they “really, really” trust their partner and feel confident they will work it out in the future.    I understand that, but most times, one of two things happen.


First, the owners get busy growing the business and suddenly, the find that they never took the time to “get to” putting together a Shareholder Agreement – and one partner has decided that the business has grown enough for his taste and rather than continuing the 80 hour weeks, he would like to cut back, while the other partner wants to continue to grow, but she can’t do so if her partner wants to take all of the profits out of the business – and suddenly there is a deadlock because of the mismatched expectations and goals.   If the parties are unable to come to some agreement, the business is at significant risk – and it becomes a game of “chicken” that could lead to mutually assured destruction for both owners.


Second, the owners, after making the initial commitment of a great idea, time or money, suddenly find that they don’t share the vision of the other owners – and it becomes an argument very quickly, almost always dooming the venture.


Of course, there are times when a business succeeds wildly without a written agreement among the parties – but most of those situations are based on long time friendships where there is a huge level of trust built up over time involving the parties where they have each been vulnerable with the other and understand (and most often share) the values and goals of their co-owners.    Given this, much of the value added by discussing a Shareholder Agreement or Buy-Sell, is the preliminary questions I raise with respect to the parties’ respective expectations rather than the agreement itself.   I go through a laundry list of issues to determine whether the owners share a common vision on important issues and get the parties talking about situations that they likely never considered at the early stages of a new business relationship.


Over the years, I have counseled hundreds of clients as to the value of addressing these issues.   I have never had a client come back to me and say that it wasn’t a valuable experience – and many realize that the most value I provided is when I was able to demonstrate to the parties that they did not share common goals, values and expectations – and they walked away from the deal.   On the other hand, for every client I have ever assisted in connection with an ownership dispute that ended up in court, every one of them told me that they wished they had handled this matter at the beginning.

Strategic Risk Management

One of the “growing” areas of my practice is providing strategic input into risk management for my corporate clients.   Whether it be reviewing a company’s key customer and supplier contracts, form terms and conditions or warranty terms, general comprehensive liability and product liability policies, employment policies or one of a thousand other items, I assist in not only identifying areas of risk, but also provide insight as to how to mitigate the risk faced by a business.   In addition, I am often able to help turn these items on their head and provide a “benefit” – such as assisting your sales team to realize how your “boilerplate” terms and conditions can be used to help sell customers on your products rather than being one of those items that every sales person wants to avoid because it just makes the deal harder to close.

Outside "In-House" Counsel

Having worked in several “big” firms over the years, I have been exposed to a wide variety of legal and business issues and realize that I can bring much more value to the table if I view myself as “in house” counsel for my clients, with a focus on being pro-active as to my client’s rather than merely being reactive.   I try to get to know my client and their business, the issues they face (or could face), their “pressure” points, their “blind spots” and attempt to act as an addition to my client’s “Chief” level management – and provide advice and counsel in advance, before a problem exists.   I know that most business cannot afford to have full time legal counsel, but I have found that I can act as “quasi” in house counsel by getting to know my clients on a much deeper level.


Often, privately held businesses are looking for someone to “quarterback” their legal issues – in other words, they would like to have someone act as “in-house counsel” for the company.   GBL provides this service to many of its clients – so, instead of the business owner or the CFO having to constantly think about the business’ legal issues, GBL becomes a proactive participant in the business’ risk management program and strategic planning.   GBL provides an independent third party review of the liabilities and risk exposure facing the business and assists in putting together a plan to address and minimize these risks.  Also, GBL serves as a resource for management to turn to with respect to general legal and risk issues (meaning that they can call someone other than the owner for advice), with GBL then assisting with the matter or recommending other professionals and experts to help manage these issues.

  • Services Include

    • Choice of Entity – Corporation/Limited Liability Company/Partnership
    • Articles of Incorporation
    • Articles of Organization
    • By-Laws
    • Corporate Governance
    • Shareholder Agreements
    • Operating Agreements
    • Buy-Sell Agreements
    • Redemption Agreements
    • Employment Agreements
    • Non-Competition Agreements
    • Confidentiality Agreements
    • Non-Solicitation Agreements
    • Sales Agreements
    • Ownership Disputes
    • Private Placement Memorandum
    • Mergers and Acquisitions
    • Commercial Real Estate Transactions
    • Commercial and Industrial Leases
    • Zoning Issues
    • Corporate Reorganizations
    • Banking and Finance
    • Letters of Intent
    • Stock Purchase Agreements
    • Asset Purchase Agreements
    • Merger Agreements
    • Assignment and Assumption Agreements
    • Bills of Sale
    • Distribution Agreements
    • Supply Agreements
    • License Agreements
    • Software Development Agreements
    • Escrow Agreements
    • Loan Agreements
    • Promissory Notes
    • Debentures/Bonds
    • Lines of Credit
    • Letters of Credit
    • Mortgages
    • Security Agreements
    • Guarantees
    • Forbearance Agreements
    • Assignments of Intellectual Property
    • Stock Appreciation Plans (SARs)
    • Stock Option Plans
    • Executive Compensation Planning
    • Deferred Compensation Plans
    • Releases
    • Terms and Conditions
    • Invoices, Quotations, Purchase Orders
    • Consumer Protection Mattes
    • Warranty Obligations
    • Mezzanine Financing
    • Asset Based Lending
    • Web-hosting Agreements
    • Independent Contractor Issues
    • Consulting Agreements
    • Franchise and Dealership Issues
    • Charitable Organizations
    • Joint Venture Agreements