The Business and Finance Department at Rosenn Jenkins & Greenwald, LLP is the largest group of attorneys in Northeastern Pennsylvania practicing business and finance law. Headquartered in Wilkes-Barre, we act as counsel to businesses located within and beyond Northeastern Pennsylvania. Whether we are representing a start-up or an established company, we provide quality service at a competitive cost. Our creative approach to business matters, based on extensive experience, has earned us a loyal client base, including many of the region's leading businesses and institutions in a wide variety of industries. We work closely with members of other departments in the firm as the need arises in areas of tax, executive compensation, estate planning, labor law, creditors' rights, real estate, environmental law and litigation. With a team approach, we are able to effectively and efficiently provide a broad range of legal services to business owners, including:
Formation, Governance, and Conversion
We work with clients and their accountants to select the preferred form of legal and tax structure for their business. In assisting business owners in making this critical decision, our lawyers identify the key factors that must be considered in selecting the preferred form of entity for a business, including the measure of protection from personal liability afforded to owners of such entity, tax features, management flexibility, suitability for venture capital, and other factors. We then assist the business owner in properly organizing and documenting the preferred structure, whether it is a corporation, limited liability company, general or limited partnerships or joint venture. We regularly prepare related documents such as buy-sell agreements between owners of the business, employment agreements and incentive plans, and counsel closely-held businesses concerning deadlock avoidance and succession issues.
We also work with business owners to convert their existing business organization into a more suitable form of entity. We help clients structure reorganizations and conversions in the most efficient and effective manner. We often provide advice concerning S corporation elections and terminations and exemptions from the Pennsylvania realty transfer tax.
Our attorneys also assist clients with the formation and governance of non-profit organizations and applications for 501(c)(3) and other tax exempt status from the Internal Revenue Service.
Equity and Debt Financing
When business owners require initial or additional capital for their enterprise, our attorneys counsel them on how to obtain equity and/or debt financing. We structure and document private placements in compliance with federal and state securities laws and prepare investment agreements with private equity firms. Our department also represents business owners obtaining, extending, renewing or refinancing loans. We have assisted clients with debt restructuring and compositions with creditors and other debt settlements and restructurings, as well as bankruptcy.
Mergers, Acquisitions, and Divestitures
We have developed an extensive, specialized practice representing business owners and acquirers in mergers and acquisitions, as well as asset and stock sale transactions. A list of our completed transactions would include dozens of different industries on either the buy side or the sell side of the transaction. We can assist with all phases of the transaction, including the negotiation and drafting of the confidentiality agreement and letter of intent, the due diligence review of the business, the structuring, negotiation and drafting of the principal and ancillary documents for the deal, compliance with regulatory requirements, the closing of the transaction, and any post-closing issues that may arise. We also counsel business owners on alternatives to these types of transactions, such as joint ventures, strategic alliances, capital raising or succession plans. We work with other departments in the firm to ensure that the various issues that arise in these situations are appropriately addressed, including real estate, intellectual property, employment law, and environmental matters.
Working with our estate planning department, we help business owners plan for and implement ownership succession, both within and outside of the family. We advise business owners on the estate and income tax consequences, as well as the impact on the management and operation of the business. Our team assists clients with the formation and structuring of family limited partnerships and limited liability companies to provide for a tax efficient means of transferring wealth to children, grandchildren, and other family members.
Disputes Among Owners
Even with the best planning and intentions, disputes among owners of a business, also known as "shareholder disputes" or "business divorces", oftentimes arise. Our department is skilled at guiding business owners through these difficult situations. We advise our clients as to the best methods for avoiding, managing, resolving, and if necessary, litigating, these disputes.
Contract Negotiation and Drafting
Businesses need contracts to govern their relationships with employees, independent contractors, vendors, customers, brokers, distributors, dealers, licensees and other parties with whom they conduct business. Business owners are also often required to enter into agreements with parties from whom they lease, or with whom they finance, the procurement of equipment or other assets. Our experience in drafting and negotiating these types of agreements allows us to counsel our clients effectively regarding the protections and advantageous terms that should be included in these agreements. Our attorneys also assist business owners in complying with any applicable legal requirements in connection with their contracts. For example, our team counsels "home improvement contractors" as to the provisions which must be included in the home improvement contracts that they enter into with Pennsylvania homeowners in order for such contracts to be enforceable pursuant to the recently enacted Pennsylvania Home Improvement Consumer Protection Act.
Patents, trademarks, copyrights and trade secrets are sometimes the most valuable assets of a business. We counsel clients on intellectual property protection and technology contracting. We prepare registrations, licenses, assignments, joint development and outsourcing agreements and help clients assert and respond to infringement claims. We also assist clients in preparing and enforcing policies and procedures for trade secret protection in the workplace.
Representative Client Industries Served
Contact our team of Wilkes-Barre business law attorneys, contact our Pennsylvania law offices.