Heutmaker Law ~ Business and Transactional Law

We assist clients in determining the most appropriate form of entity in which to conduct their business and then assist them in forming, organizing and licensing the chosen entity and filing the appropriate documents with the IRS and state tax authorities.

Generally, early-stage companies are best served in forming a pass through entity such as a Limited Liability Company (LLC) or a Sub-Chapter S Corporation so that the owners can take advantage of financial losses that early-stage businesses often experience. Other businesses, especially those raising outside capital, may determine that a Sub-Chapter C Corporation is more appropriate. In any event, we have experience in forming and organizing these entities and also in forming partnerships and limited partnerships.

In our complex, global economy, business owners and managers often need to make swift decisions about complex issues. They need an attorney that will give advice that is practical and timely and provides value in relation to its cost. We provide a full range of business counseling in several different industries. Our clients include companies in all stages, from small entrepreneurial ventures, to family companies, to those that may have several owners and substantial operations. We act as general counsel for many of these companies.

Our business counseling includes:

Advising businesses that operate in the corporate form on governance issues raised by having a board of directors.
Helping structure joint ventures, strategic alliances and other partnering arrangements.
Reviewing and providing advice on facility leases.
Protecting client interests by preparing and reviewing shareholder agreements, executive compensation arrangements, licenses, distribution and supply agreements and other kinds of business contracts.
Advising businesses about their employment practices and making sure that they properly protect their rights to intellectual property developed by employees and contractors.
Assisting businesses in preparing loan packages in order to obtain commercial financing.

Statistics show that a low percentage of enterprises ever become consistently profitable and sustainable in the long-term. One of the chief barriers to profitability and sustainability is that companies do not have sufficient capital to build and grow. In order to truly prosper, companies must be able to raise money when necessary in a timely and efficient manner.

When a company seeks to raise capital from private and public sources, they must comply with a comprehensive set of federal and state laws that regulate the sale of securities. They need counsel that is familiar with these regulations and can assist the company in working through them. We have over 16 years of experience assisting clients in raising capital (equity and convertible debt) from capital sources that include friends and family, “angel” investors, venture capitalists, strategic partners and the public markets through initial and follow on offerings. We have represented companies and investors in corporate finance transactions in a broad range in a broad range of industries, including software development, biotechnology, medical and dental devices, manufacturing, construction, power sports, internet commerce and infrastructure, retail services and fitness.

In today’s global economy, a company’s intellectual property rights may be among its most important assets. Protecting those assets and finding ways to exploit them with strategic relationships can often be a complex and difficult task. It is important in structuring, negotiating and documenting these types of transactions that a company trusts the experience and expertise of its counsel. We have a broad range of experience in helping clients acquire, develop, protect and distribute a wide array of technologies so that they can optimize the economic benefit of what can be very important assets. Our experience includes negotiating and drafting agreements for joint intellectual property development, licensing, consulting, contract manufacturing, joint ventures and strategic alliances and research and development.

We make it a point to have an understanding of the technology of the companies we represent and how those technologies can be turned into revenue opportunities for our clients through the proper structuring of agreements with third parties. We represent businesses encompassing many segments of the technology industry, including software development, biotechnology, medical and dental devices, manufacturing, construction, power sports, internet commerce and infrastructure, retail services and fitness.

We have experience in many types and sizes of M&A transactions in a variety of industries on both the buy side and the sell side. Our clients include individuals selling and/or buying a business and corporations making strategic acquisitions.

Because of the complex issues raised in acquiring or selling a business, it is important for individuals and business to retain experienced counsel for M&A transactions. Experienced counsel can help to keep these types of transactions on track to closing by overcoming many of the logistical and legal issues that invariably arise in the context of buying or selling a business.

Also, before any purchase and sale documents are signed, an experienced attorney can assist the seller in anticipating what types of due diligence documents a purchaser will require, in preparing those documents and in properly packaging the business for sale. Then, as potential buyers are identified, we can assist the seller in determining the appropriate buyer, negotiating letters of intent and identifying other experts to assist in completing the sale. For buyers, our services include identifying potential acquisition candidates, performing due diligence reviews of potential businesses to help uncover hidden liabilities, structuring transactions to provide tax advantages and to limit potential downside risk and drafting and negotiating the definitive agreements.