BUSINESS LAW

Every business begins, raises capital, staffs its operations, manufactures products or provides services, acquires necessary facilities and equipment, buys from suppliers, sells to customers and makes strategic decisions, which may include both acquisitions and sales of business assets and business succession planning. Every step in the process requires consideration of legal issues, often involving overlapping legal experience, and the men and women who create or manage business enterprises today deserve seasoned counsel who can understand their objectives, provide experienced advice and implement practical solutions. Whitman Breed’s business attorneys make it a point to learn their clients’ businesses and identify their concerns so that they can be effectively addressed.

The lawyers in Whitman Breed’s Business Law Department offer a comprehensive range of services for the resolution of legal issues for the Firm’s clients, which include public and privately-held domestic and international corporations, partnerships and limited liability companies, financial institutions, family businesses and individuals. The Firm renders ongoing legal advice with respect to general corporate, partnership, securities, contract and regulatory compliance matters to longstanding clients whom it serves as general counsel and also provides assistance to clients by whom it is retained for special assignment or as local counsel. The lawyers in the Business Law Department have extensive experience in such areas as:

• formation, capitalization and structuring of business enterprises, including joint ventures and other partnering transactions


• governance matters and shareholder agreements


• negotiation and drafting of contracts and commercial agreements


• executive compensation, employment contracts, employee benefits and personnel matters


• venture capital transactions and private placements


• financing transactions


• mergers, acquisitions and divestitures


• municipal finance


• e-commerce issues

As appropriate, the Business Law Department’s advice is complemented by counsel from lawyers from other departments within the Firm as may be relevant, such as tax, real estate, trusts and estates, intellectual property, regulatory and antitrust law. The resulting multidisciplinary approach assures that the Firm responds efficiently, effectively and thoroughly to its clients’ needs.

The Firm has longstanding experience with respect to certain industries and regulatory areas, including laws relating to energy, public utilities and water companies, food and beverage distribution, the alcoholic beverage industry, health care givers, the motor vehicle industry and automobile dealerships.

The Firm represents numerous clients that are exempt from federal income taxation as charitable organizations under IRC Section 501(c)(3), quasi-municipal entities such as tax districts or that are exempt under other IRC 501(c) provisions such as trade associations and athletic and country clubs.  Often referred to as not-for-profit corporations, these clients have many of the same legal needs as business organizations, but they also require legal assistance in additional areas.  For such clients, beyond the usual areas of advice, the Firm assists in obtaining tax-exempt status determination letters, reviewing annual Form 990 compliance filings, consulting with respect to unrelated business income issues, and preparing employee benefit plans and executive compensation plans appropriate to non-profit entities.

In addition, the Firm serves as general counsel to numerous national and international trade associations whose members are involved in the forest, paper products, labeling and packaging industries, and the air pollution control industry.   In its role as counsel to association clients, the Firm provides general corporate advice, including corporate governance and intellectual property matters, antitrust compliance training and monitoring, membership criteria and eligibility and advice concerning legislative initiatives. The Firm also reviews and negotiates hotel and special event contracts and other outside specialized service agreements and coordinates industry coalitions for various lobbying, public relations and industry information campaigns.