Business + Corporate Law
Entrepreneurs and businesses need highly qualified, cost-effective legal advice from business attorneys who know and understand their industry. We are committed to providing you with that kind of representation in both Minnesota and Wisconsin. Our resolute, practical and passionate attorneys bring a depth and breadth of experience, knowledge and common and business sense to aid in developing a strategy to accomplish your business and corporate law objectives and needs.
Experienced Business + Corporate Lawyers
We offer a spectrum of services from forming and implementing new business entities to corporate governance and compliance to transactions to acquisitions to business succession planning. Our clients range from individuals and small or start-up businesses to closely held and family-owned businesses to private and publicly-held corporations. We are happy to help you with choice of entity decisions, business operational contracts, business financing, employment law defense, employment agreements, executive incentive plans and agreements, real estate acquisition, sales, development, financing and litigation, estate and succession planning and probate, mergers and acquisitions, securities, shareholder disputes and tax law.
Closely Held + Family Businesses
Our business attorneys work to enhance the opportunities and avoid the obstacles faced by family and closely held businesses.
Ninety-five percent of American businesses are family-owned. Those family-owned businesses generate 40% of the Gross National Product. Yet only 57% of owners of family-controlled businesses intend to transfer the business to family members. Only 30% of family businesses survive into the second generation. More than 50% of the business owners have more than half of their wealth tied up in their business.
These statistics demonstrate the great business opportunities that can be found in closely held businesses as well as the need for guidance to navigate the inherent pitfalls that can trap the unwary. Closely held businesses are often small to medium-size business enterprises where all shareholders tend to be active in the management of the business. The closely held corporate structure can provide advantages such as limited liability for shareholders and S corporation election for tax purposes while retaining many of the simplified, less formal operating procedures of sole proprietorships and partnerships.
Our business attorneys focus on the needs of closely held businesses, including how to avoid legal disputes, how to avoid personal liability, the importance of well drafted buy-sell agreements, the value of thoughtful succession and exit planning, and understanding shareholder disputes or business divorces and how to best resolve them. We bring the expertise of an in-house counsel to our clients; serving as the “outside” general counsel by providing prompt, responsive and cost-effective advice on a spectrum of legal needs.
We know business and corporate law and we are here to help you.
Our areas of concentration and experience include:
- Enterprise formation and structure
- Daily operations and governance
- Commercial transactions
- Real estate leasing
- Real and personal property financing
- Real estate sales and acquisitions
- Employee and Executive compensation issues
- Purchase and sale of business entities and assets
- Structuring member or shareholder agreements
- Succession and estate planning including business owners and entities
- International ventures
- Individual and business income tax planning, tax-free reorganizations, tax-exempt organizations, tax controversy issues before the Internal Revenue Service and state agencies and other tax matters
- Licensing and related Intellectual property
- Joint ventures and strategic alliances
- Funding and negotiation of funding
- Mergers and acquisitions
- Shareholder planning and dispute resolution
- Business contracts of all kinds, including, but not limited to, sales, supply, operations, marketing, distribution, service, reseller and service.
The business operations team provides a full range of legal services to businesses, large and small. Members of our Business Law group include attorneys who are on the Super Lawyers list, and the top mergers and acquisitions attorney in Minnesota.
Lommen Abdo’s business operations attorneys assist clients in determining whether they should operate as a closely held business, limited liability company, partnership or corporation. We then provide proper and timely formation of the chosen entity, preparation of contracts and agreements, obtain financing and assist with employee issues. Much of Lommen Abdo’s business operations practice consists of consulting, drafting and providing agreements and advice for day to day normal and pressured business operations, strategic planning, exit and expansion planning, financing, transactional work on mergers and acquisitions, buy-outs and the purchase and sale of business interests. Our goal is to provide timely, cost-efficient services regardless of the size of the transaction. We negotiate and document transactions of all types. We can provide counsel with respect to governance issues, management and shareholder issues, tax planning and real estate matters.
It is important that both private and public companies review and make changes in their corporate governance structure and practices, their system of internal controls, their approach to financial reporting and their corporate culture to comply with local state and federal regulations. Lommen Abdo can provide advice and assistance in all these areas.
Areas of concentration and experience:
- Formation of entities
- Operating Agreements
- Partnership Agreements
- Buy/sell agreements
- Tax planning, tax policy and tax disputes
- Mergers and acquisitions
- Corporate financing and venture capital
- Commercial contracts
- Dissolution and workouts
- Commercial and residential real estate
- Estate and business succession planning
- Compensation and employee benefits
- Regulatory compliance assistance
- Personnel and human resource counseling
- Employment and non-compete agreements
- Advice on workers’ compensation-related matters
Business + Corporate Law Services
Many of the Creditors’ Remedies group are AV rated attorneys who have extensive experience representing commercial clients with the collection of delinquent accounts and outstanding debts. Such debts commonly include the following:
- Open accounts
- Defaulted promissory notes
- Lease obligations
- Breach of contract claims
- Non-payment for goods and/or services
It is imperative to work with experienced and aggressive lawyers when your business suffers cash flow issues due to delinquent accounts. You should be paid when your business honors its contractual obligations and provides goods or services in good faith to your customers. Creditors have a variety of tools to use to collect debts. We know how to collect commercial debts and enforce judgments. We use our network of local counsel to be in the position to file commercial lawsuits or docket judgments across the United States to collect your receivables and protect your rights as a creditor.
Lommen Abdo recognizes that a traditional hourly fee structure may not be appropriate in all instances and is willing to discuss alternative fee structures, including contingency and flat fees to better fit your needs and budget.
Emerging Growth + Venture Capital
The pathway to a successful emerging growth company is full of wrong turns, dead ends and a few land mines. To successfully navigate the potential pitfalls, you will need experienced advisors who have “been there and done it.” Our team of lawyers are experienced business counselors and former venture capital professionals who have advised companies from inception to IPO. We bring a strategic perspective to our clients’ business transactions and leverage our extensive networks to achieve strong business minded results. We look forward to guiding your emerging business down a pathway to success.
Lommen Abdo represents clients with a wide variety of Emerging Growth Business/Venture Capital issues. We are available to assist our clients, both individuals and businesses, with private placements, public offerings, and other capital raising endeavors. We offer advice to clients regarding compliance with state and federal laws and regulations and work with them on disclosure, registration and other matters.
We would be pleased to answer any questions you may have about the services of our Emerging Growth/Venture Capital attorneys.
Financing + Securities
Lommen Abdo represents clients with a wide variety of securities issues. We are available to assist our clients, both individuals and businesses, with private placements, public offerings, and other capital raising endeavors. We offer advice to clients regarding compliance with state and federal laws and regulations and work with them on disclosure, registration and other matters.
We would be pleased to answer any questions you may have about the services of our Financing + Securities attorneys.
Mergers + Acquisitions
Lommen Abdo’s Mergers and Acquisitions attorneys represent clients of all types and sizes involved in mergers, acquisitions, dispositions and other transactions involving the purchase and sale of businesses, as well as in the related financing. They work closely with other members of our firm in handling the various tax and other issues that often arise with the purchase or sale of a business. Lommen Abdo assists clients in all phases of the transaction, from the initial planning and due diligence stages, through the negotiation and execution of the acquisition documents, to the final closing and post-closing matters.
The sale of a company can be accomplished in either a taxable or a tax-free transaction. Owners of a company about to be acquired should be properly advised by knowledgeable mergers and acquisitions and tax lawyers before a letter of intent is signed.
The mergers and acquisitions team at Lommen Abdo can provide legal and tax advice for companies of any size. Lommen Abdo has represented numerous buyers in mergers and acquisitions transactions over the past 10 years — even during periods while the economy has been struggling. The firm has also represented sellers in many such transactions.
Lommen Abdo attorneys frequently serve as “special mergers and acquisitions counsel” to companies that are about to be acquired by larger firms. Our attorneys work closely with the business operations lawyers for such companies and can complete services on a one-time special project basis.
We would be pleased to answer any questions you may have about the services of our Mergers & Acquisitions attorneys.
Business divorces – from a family fight, a shareholder dispute, an ownership battle or a band break-up – can be disruptive and at times destructive. As in a marriage break-up, the issues are often personal. We understand that and will help you make well-informed decisions that will help you reach your ultimate goal. Your legal strategies should mesh with your long-term business strategies. Our lawyers are equally able to try the case when necessary or find a creative resolution when possible. We will keep you focused on making good business decisions even when frustration can threaten to overwhelm you.
Issues are often complicated when shareholders also are family members or longtime business partners with whom you have worked closely. Disagreements can stem from differences of opinion about strategic direction or succession planning, family conflicts, uneven financial commitment or “sweat equity” among the owners or disparities in compensation.
Shareholder dispute litigation is often about much more than the controversy actually at stake in the litigation. Our experience in handling such disputes across a number of industries and in a number of forums helps keep the focus on the pivotal issues to be resolved and move the matter to an acceptable conclusion. Our appellate department, too, has successfully handled many issues on appeal in both the Minnesota and Wisconsin appellate courts, as well as the Seventh and Eighth Circuit Courts of Appeal.
Areas of focus:
- Business divorces
- 50/50 shareholder issues
- Non-compete/trade secrets
- Majority shareholder options
- Valuation disputes
- Discovery issues in litigation
The Tax Law Practice combines expertise in tax law with strong business acumen to counsel clients on the tax aspects of business formations, taxable and tax-free purchases and sales, operations, ownership successions, estate planning and individual conduct. Our lawyers guide companies and individuals through the intricacies of federal, state and local tax laws to ensure full compliance while securing the tax savings permitted by law. We handle all tax types – corporate and individual income; property; sales and use; gross receipts and other excise taxes; and estate, gift and inheritance taxes.
Areas of focus:
- Tax planning to eliminate or minimize taxes, including:
- Corporate mergers and acquisitions
- Formation of corporate and other business structures for existing or new businesses
- Commercial finance and leasing arrangements
- Real estate development
- Obtaining exemptions, credits and deferrals
- Obtaining private letter rulings
- Obtaining tax refunds
- Restructuring to reduce future taxes
- Negotiation and litigation of tax controversies
- Estate planning
Members of the firm’s Tax Law Practice enjoy excellent working relationships with government tax administrators and have exceptional knowledge of government organizations, people and procedures. Lommen Abdo also offers substantial litigation and appellate experience. We have represented clients in both administrative agencies and courts, such as the U.S. Tax Court, the Seventh and Eighth Circuit Courts of Appeals, the Minnesota Appellate Courts and the Wisconsin Appellate Courts. Lommen Abdo is positioned to help clients make wise strategy decisions.
News + Articles
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