Business & Corporate Planning
Scope of Practice
The Business and Corporate Planning Group provides a full range of business services. For startups, we assist with the entity choice decision, creating the entity, business capitalization, operating issues, and buy-sell agreements.
For the established business, our attorneys counsel clients providing outside general counsel services on most ongoing legal needs such as employment matters, owner disputes, mergers and acquisitions, debt and equity financing, real estate acquisitions and sales, commercial collection, licensing, tax issues, contract development, contractual dispute resolution, and reorganization and bankruptcy issues.
When owners are ready to transition from their business, we offer business succession planning services and assistance with a sale, merger or dissolution.
Business Succession Planning
One problem faced by owners of many non-publicly traded businesses is that there is no readily available market to sell their business. Business succession planning addresses this issue by devising a system for transferring the value of a business to the owner, heirs or others at an appropriate time and price while allowing for the continuity of the business.
- Buy-Sell Agreements - Perhaps the most common business succession tool is a buy-sell agreement, which provides for the mandatory or optional buy-out of an owner's interest in the event of retirement, death, disability, divorce, bankruptcy, termination of employment, offers by outside parties, or disputes among owners. While the buy-sell agreement is one of the more common succession planning tools, we can also counsel clients on other pro-active strategies to protect value and continuity. Our business attorneys can assist owners in developing a strategy tailored to their business succession needs and goals.
- Management and Leveraged Buyouts - Our attorneys guide clients through the entire leveraged buyout and leveraged acquisition process. We assist with acquiring the equity, negotiating and drafting acquisition documents, executing executive compensation arrangements, navigating tax implications, combining business operations, and conducting due diligence. We bring a lean, multidisciplinary approach to your transaction, assisting you with tax, benefits, finance, employment, and securities law where necessary.
- Employee Stock Ownership Plans (ESOPs) - Employee ownership is a valuable tool for ownership transition and financial planning. Our attorneys counsel businesses and owners on how to incorporate employee stock ownership plans (ESOPs) into their business succession plans. We represent selling shareholders, sponsors, fiduciaries, and ESOP companies in the design, transaction, and compliance of ESOPs.
Many business disputes arise because the parties failed to memorialize their agreement with a well-drafted contract. Our business attorneys can assist in the preparation and negotiation of most commercial contracts. In the event of a contract breach or dispute, we can help you in developing a strategy to resolve the matter and protect your interests. For contract disputes that must be resolved through litigation, mediation or arbitration, our team of business advisors and litigators can help you fight for your rights.
We have broad capabilities in the employee benefits arena. Our experience includes identifying special employee benefits issues in mergers and acquisitions, reviewing deferred compensation for compliance, design and compliance of employee stock ownership plans (ESOPs), following new legislation and monitoring clients’ benefits arrangements for compliance with ERISA, counseling clients on qualified plan correction and termination, and advising on complex tax issues.
Our firm represents borrowers and lenders in all kinds of financing. We have experience with unconventional real estate financing, conventional mortgage and other asset-secured financing, as well as familiarity with private placements made under trust indentures.
Mergers and Acquisitions
If you are considering the sale or restructuring of your business, the acquisition of a new business or merging with an already existing business, we can assist you with the planning and execution of your transaction. Whether you are looking at a stock or asset sale or acquisition, or a merger opportunity, our business advisors can assist you in negotiating and preparing agreements designed to protect your interests and meet your goals.
- M&A Transactions - Our M&A Practice Group is experienced with structuring, negotiating, and executing a broad array of transactions, including mergers, acquisitions, leveraged buyouts, management buyouts, spinoffs, strategic business combinations, sale and purchases of assets, and divestitures. We deliver cost-effective and practical solutions to complex problems and in challenging markets. Our clients include buyers, sellers, investors, shareholders, and boards of directors. With us, you get multidisciplinary advice on all of your transactional concerns, including tax, environmental issues, employee benefits, intellectual property, real estate, and regulatory matters.
- Advising Boards of Directors - We understand the corporate governance aspects of transactions. The attorneys in our Mergers and Acquisitions Practice Group effectively and efficiently counsel boards of directors in difficult and sensitive situations. We can counsel you on best practices and help you navigate director and officer fiduciary duties.
Outside General Counsel
We act as outside general counsel for private companies across Wisconsin and in a variety of industries, providing an efficient, single point of contact for all your business law needs. Our attorneys advise on day-to-day business operations issues, but also stand ready to provide specialized assistance as needed.
Our securities law practice focuses on private placements of debt and equity securities and other offerings exempt from federal registration. We offer advice to both long-standing and new clients on debt and equity issuance, as well as advice on stock transfer issues. We have experience with issuance of debt securities under trust indentures and tax-exempt financing and the offer and sale of stock and other equity securities.
Startups and Emerging Companies
Our attorneys advise emerging companies, founders, and entrepreneurs in all legal aspects of the startup process, including tax strategies to save you money, choice of entity and founder arrangements, stock options, financing, and exit strategies. We also serve as outside general counsel, advising emerging company clients on all matters related to their business.
Our attorneys have had extensive training and experience in tax ramifications surrounding personal and commercial transactions and real estate transfers. Our experience includes negotiation of tax audits, consulting with CPAs, trials to the Wisconsin Tax Appeals Commission, and trials to the U.S. Tax Court.
Trademark and Copyright
We can prepare and prosecute state and federal trademark applications and renewals. We also use our litigation expertise to help clients protect existing marks or to defend against infringement claims.
From the search to determine the viability of your mark, through the entire application process and the enforcement of your mark, we will skillfully guide you and help you protect your valuable intellectual property.
IRS Revenue Procedures 2017-58 - What You Should Know
It's Official. The 2018 annual exclusion amount will be $5.6 million and the annual exclusion for gifts will be $15,000 per person. These and all of the other inflation adjusted tax items are set out in the IRS Revenue Procedure 2017-58 (which you can see in the attached link).
New Partnership Audit Rules
The IRS will begin using a new approach to auditing entities taxed as partnerships for tax years starting on or after January 1, 2018. Read more. (By William C. Williams and Kelly J. Stohr)
Kelly J. Stohr - Director Announced
Bell, Moore & Richter, S.C. is pleased to announce that Kelly J. Stohr became a Director at the firm.
New Wisconsin Court of Appeals Ruling - Employers May Need to Review Existing Non-Solicitation Agreements
Attorney Bill Williams is interviewed by "In Business Magazine" reporter Jason Busch to look at the recent Wisconsin Court of Appeals ruling regarding former business employees poaching staff from their former employers. Read the attached article entitled "Personal Plunder" by Jason Busch to find out more.