BUSINESS AND COMMERCIAL LAW

Helping Business Owners Resolve Corporate Disputes

When starting a business, entrepreneurs must consider countless issues; how should the business be structured? Where should it be located? Who should be hired? Rarely, however, is the, the prospect of litigious conflict with clients or colleagues considered and addressed until it is too late. Having an experienced business dispute attorney on your side in the face of conflict may, however, significantly reduce your company's exposure to liability thereby decreasing the probability of dissolution or an unwanted merger. Whether you are just starting your business or are a decades-old member of the corporate market, our firm can provide knowledgeable legal counsel to assist you with the gamut of corporate conflicts that can, and often do, arise on a regular basis.

There are a number of business disputes, both foreseen and unexpected, that give rise to the need for legal counsel. Our primary objective in resolving conflict on behalf of our clients is to arrive at a solution benefitting all sides while avoiding the need to engage in costly discovery and an eventual trial. Our corporate dispute lawyers are adept at handling the sensitive and fact-intensive negotiations process and will work tirelessly to settle your dispute without judicial intervention. Of course, when the possibility of a negotiated settlement proves impossible or unworkable in light of the facts of the dispute, our attorneys will use their knowledge of civil procedure, corporations and commercial code laws to zealously advocate your position in a court of law.

Corporate disputes can vary from simple breach of contract claims to multi-million dollar allegations of fraud and misconduct. Our experienced business dispute attorneys routinely handle many of the following areas of commercial disagreement:

Contract Disputes: If you are in a disagreement with an employee, customer or colleague about a provision of a contract, our firm can help negotiate a mutual agreement to benefit both sides. Disputes commonly arise in contracts for the sale and delivery of goods, employment or partnership agreements, insurance policies, non-compete clauses or commercial leases;

Shareholder or Partnership Disputes: Conflict between corporate governance and shareholders is not uncommon. As well, partners often face disagreement over governing policies or corporate direction. Our legal team can help resolve shareholder and partnership issues to give your company the opportunity to move forward in a positive direction;

Disputes with Other Companies: Litigation often arises when a customer or client is dissatisfied with a company's product or services, including disputes with suppliers, vendors or manufacturers. Working with our firmcan significantly reduce your exposure to liability and help both parties maintain their corporate relationship and mutual trust;

Government Compliance: At one time or another, every company is faced with questions or issues stemming from regulations imposed by a government entity. Whether you have non-complex IRS compliance concerns or are unsure of how SEC regulations affect your company, our attorneys can help you understand the statutes and adhere to state and federal corporate rules;

Sales, Mergers or Acquisitions: Corporate restructuring can involve multiple areas of law from government compliance to shareholder liability. If your company is considering a sale, merger or acquisition, contact one of our knowledgeable corporate attorneys to discuss the proposed transaction and avoid a dispute before one arises.

One of the first and single most important decisions that a business owner will need to make when starting a new business is to figure out which type of business management structure they are going to use when they register their business. Business owners will be able to choose from a number of different business management structures, including:

Corporations (e.g., C corporations, S corporations, foreign corporations, etc.);
Sole proprietorships;
General or limited partnerships;
Limited liability companies;
Limited liability partnerships;
Limited liability limited partnerships; and
Various other business organizations that are permitted by individual state laws.

The business management structure that a business owner chooses can have a significant impact on a company's future performance or business success rate. This is because the way a business is structured will determine certain business rights, such as:

Whether or not the business can raise money from investors;
How many individuals may serve on the board;
Which persons may be held responsible for liabilities or debts incurred by a business; and
How the business will be taxed by federal and state agencies.

In addition, some business management structures may also provide rules regarding how a certain type of business must operate. For instance, to register as a limited partnership, the owners must appoint at least one general partner (i.e., the individual responsible for managing the entire business) and one or more limited partners to be considered a valid limited partnership.

Lastly, depending on state laws and the kind of business management structure selected, some managers and owners can even be held personally liable for credit problems, warranty issues, and injury claims associated with their business. Thus, it is crucial that you choose wisely when forming and registering a new business.

Starting a Business

Starting a business is no easy feat. It often requires obtaining a lot of capital and making wise decisions right off the bat. Thus, some factors that a new business owner should consider when starting a business include:

Which business management structure they intend to register their business as (e.g., limited liability company, corporation, general partnership, etc.);
Whether to start a business from scratch or sign a contract to operate a business that is already part of a franchise;
What type of business they want to run (e.g., does it provide goods or services?);
How many persons will have management or ownership responsibilities;
Where the business's main headquarters will be located;
Whether the owner would prefer to purchase or lease physical office space; and
How feasible it is for the owner to afford to keep their business afloat with either business funds or their personal finances if the business does not immediately generate profits.

In addition, a new business owner should also create a full business plan to not only make sure that they stay on track, but also so that if they need to raise capital they can prove to investors and/or a bank that they are serious about operating a successful business.

Buying or Selling a Business

Whether a person is buying or selling a business, there are many factors that they will need to consider before entering into a specific business transaction. For example, a person who intends to buy a business will need to perform due diligence prior to purchasing it. This may include reviewing the business's past and future financial records as well as whether the business has any overdue debt.

Although there are many benefits to purchasing an already existing business, such as having a pre-established customer base, trained employees, and leased office space, a buyer must still know what they may be getting themselves into prior to making a formal offer to purchase a business. Performing due diligence will not only alert a potential buyer to serious problems with the business, but can help them to negotiate a cheaper price when it comes time to buy.

On the other hand, if a business owner has made a decision to sell their own business, then they should know that it will take some time to collect and organize all of the records and financial statements associated with their business. After all, it is very unlikely that a person will purchase a business without seeing a business's past and future track record first.

A business owner that is selling their business should also do their best to eliminate or resolve any debts and/or legal issues that the business is currently facing before they put their business up for sale.

Lastly, regardless of whether an individual is debating whether to buy or sell a business, it is strongly recommended that both parties hire separate lawyers before following through with the transaction. In fact, some business contracts may even require that each party has their own lawyer in order to complete such a transaction.

Contract Terms and Negotiations

The negotiation stage of a contract is where the contracting parties will be able to argue for certain terms, conditions, and obligations that will benefit them during and after a business transaction is complete. This stage is also the point in the contract process wherein the parties should ask questions about terms that seem uncertain or unclear and to have their lawyer step in to make sure that the other parties clarify them on their behalf.

It should be noted that if one or more parties fail to perform a duty that is legally required by a business contract, then they could potentially be held liable for breach of contract and any damages associated with the non-breaching party's losses.

Commercial Litigation

Disputes involving vendors, customers or competitors are an unfortunate reality of conducting business. In the event that issues cannot be resolved amicably, commercial litigation may be necessary for a business to enforce its rights. Regardless of which side of a conflict your business is on, it is critically important to have proper legal representation. Our firm has a proven history of achieving successful outcomes in commercial litigation in state and federal court. We provide offensive and defensive capabilities to clients across the business spectrum and are highly adept at resolving all types of business disputes. When you consult us, you can rest assured that we will work tirelessly to protect your interests.

What is commercial litigation?

Commercial litigation refers to any type of litigation, dispute or controversy that is related to a business issue. Some examples include:

Antitrust/unfair competition
Business interruption
Contract disputes (breach of contract/warranties)
Fraud
Tortious interference
Commercial debt collections
Shareholder/partnership disputes
Intellectual property disputes
Consumer fraud
Deceptive trade practices
Employment disputes
Nondisclosure/noncompete agreements
Securities matters/Finra arbitration

While commercial litigation typically arises in the context of contract law, a business can also be harmed if another party (e.g. a counterparty to a contract, a vendor, a competitor, or client) engages or participates in, or has knowledge of, unethical or unlawful conduct.

The Commercial Litigation Process

Commercial litigation customarily involves a sequence of steps, including:

Investigation
Pleadings
Discovery
Pretrial proceedings
Potential settlement
Trial
Appeal

Our in depth knowledge of procedural and substantive law allows us to manage the process efficiently. We are highly skilled at conducting due diligence, interviewing and preparing witnesses, as well as utilizing e-discovery and state-of-the-art courtroom technology. Our attorneys also have exceptional legal writing and oral argument skills that are essential for achieving successful outcomes during the trial phase of a commercial dispute. Given that many cases are resolved before going to trial, we leverage our negotiating skills to arrive at settlements that are fair and reasonable.

Available Remedies

The damages that can be obtained in a successful commercial litigation depend on factors such as the circumstances of the case and the nature of the business. When necessary, our attorneys collaborate with a respected network of financial experts to conduct a comprehensive damages analysis. In any event, we will work to help you obtain compensation that considers all of your present and future financial losses.

Additional remedies include specific performance and injunctive relief. Specific performance is a court order directing a party to a lawsuit to take a specific action, such as delivering promised goods or services, when monetary compensation is not an option. Injunctive relief typically involves restraining orders or temporary or permanent injunctions, in addition to, or in lieu of, monetary damages.

Experienced Commercial Litigation Attorneys

Our legal team is well-versed in both civil litigation and complex, multi-party, multi-jurisdictional litigation. Although we prefer to reach negotiated settlements through various methods of alternative dispute resolution -- arbitration, mediation or summary trials -- we are fully prepared to litigate any matter, including commercial disputes that involve reputational risks or “bet the company” cases. By tailoring our services to the particular needs of each matter, we work to achieve the best results possible for our clients. Inside or outside of the courtroom, our firm is the experienced choice in commercial litigation.

Should I Consult a Lawyer about my Business and Commercial Law Issue?

Making one wrong decision about a business can result in serious consequences. Whether you are starting, purchasing, or selling a business, it is strongly recommended that you retain the services of a local business attorney for further guidance. An experienced business attorney will be able to offer advice that can help you make better decisions regarding your business.

Some general business items that your attorney will be able to inform your about include:

The potential risks or liabilities associated with a particular business management structure;
The tax incentives you can gain from choosing a certain type of business management structure;
Which management structure may be best suited for your specific business;
The process for registering or modifying your business management structure; and
The financial statements and business records you will need to collect to sell your business, or alternatively, the ones you should review before you purchase a business.

In addition, your attorney can help you complete the necessary legal paperwork associated with each process. Your attorney can also assist you with drafting, editing, or reviewing the individual contracts related to the type of transaction that you are involved in (e.g., starting, selling, or purchasing a business). Finally, should any disputes arise over a matter concerning the sale, purchase, or start of a business, your attorney will be able to provide representation in court or at a settlement conference as well.

As you navigate the facets of business ownership, our business dispute law firm can work alongside you to help avoid potential conflict or devise a workable solution once conflict occurs. For more information or to arrange for a consultation, contact our offices today.

Call our office today at 212-994-7777 or complete the convenient online contact form to set up a consultation.