Business, Corporate and Tax Law |
The firm provides its business clients with attorneys with significant experience in business operations as well as taxation matters and business succession planning.
- General Corporate
- Business Formations and Start-Up
- Business Succession Planning
- Family Owned Business
- Business Break Ups
- Mergers, Acquisitions and Sale of Businesses
- Taxation
- Tax Audits
- Charitable Organizations and Private Foundations
General Corporate
For over 50 years the lawyers of Wiener and Wiener LLP have assisted entrepreneurs in all types and sizes of businesses.
We counsel clients in a variety of legal and business planning matters. In addition to basic services such as contract preparation and review, purchase and sale of real estate and representation needed for all forms of bank of or other lender financing, we provide clients with assistance in business planning matters involving Taxation, Mergers, Acquisitions and Sale of Businesses, Business Succession Planning, Covenants not to Compete, Workouts, Business Breakups and a variety of other areas.
We have significant experience in working with Family Owned Businesses.
We provide assistance to startup entities in selecting the most appropriate type of entity and where the business should be formed. Our clients range from sole proprietorships and single member limited liability companies (LLC) to large international organizations. We are able to handle incorporation or formation of corporations, partnerships or LLCs in any state. We can also explain to you the benefits and burdens of the different types of entities and state of formation or incorporation.
We regularly represent business in obtaining loans and other credit facilities from banks and other lenders. Where real estate is involved, we can arrange and seamlessly handle all aspects of title insurance needs through our affiliate Omega Abstract Co., an agent for Commonwealth Land Title Insurance Company.
Contact us to learn more about what we can do for your business.
Business Formations and Start-Up
Our attorneys regularly handle new business formations for entrepreneurs and are able to give you advice regarding the most appropriate type of entity for your venture and the state in which it should be formed. We explain to you the pros and cons of LLC’s, different partnership arrangements, joint ventures, as well as incorporating in Pennsylvania, Delaware, Florida or any other state. We strive to find you the right entity type for your venture, budget and operation. We provide counsel in establishing a Buy-Sell Agreement to fit your needs and desires.
We have assisted start up ventures in obtaining grants, low cost loans through government agencies and tax-exempt financing packages available to certain borrowers.
In many instances we are able to provide you a fixed cost for legal services for Business Formation so you know up front the dollars you need to budget for formation of your business entity.
Business Succession Planning
Many successful businesses fail due to lack of business succession planning. Most business owners have a lawyer prepared Will in which he or she describes in detail who will inherit assets, who will be the Personal Representative (also known in some states as an Executor) of the estate and creates trusts to protect certain family members or interests and names the Trustees. Unfortunately, many of the same people have no plan about how the business they own and operate will function after their death. Without a plan, the business often fails very soon after the owner’s death and the fancy will provisions become meaningless as the major asset which was to be left as an inheritance to the family disappears. It also creates a great loss for the long term employees who many business owners want to take care of and a great deal of stress for all involved as they cope with a business with no plan about who should be doing what and how to get it done.
Think about your company. What would happen if you unexpectedly did not come to work today and no one at your company could reach you? Would your employees know what to do? Would they be able to answer customers’ questions about ongoing business? Would they know who to turn to for answers? Would they agree on who has authority to give directions to other employees? Are there family members who want to come into the business? Do they understand the business? Will the employees work with the family member?
A Business Succession Plan deals with all of these issues and many more. It is tailored for each business and need to be modified from time to time to address changes in business, employees, your role in the company and many other issues.
As legal counsel we assist in developing the plan along with other key professionals.
If your business has no plan or if you have a plan but no one knows about it and you haven’t written it anywhere, you need to take action today. Contact us to help establish a plan for your business.
Family Owned Business
Family Owned Business entities make up a large number of the business represented by our law firm. In fact, the firm itself is a family owned business and this helps our lawyers understand even better the special dynamics involved in a family business.
In Family Owned Business your co-owner (shareholder, partner, member, etc.) is also your mother, father, brother, sister, cousin, grandchild, spouse or all of them. Business meetings are often in fact family gatherings. Thanksgiving dinner can become an extended business day.
Issues that exist between parent and child in the family relationship become employer-employee or partner issues. Business succession plans for a family owned business involve what role the next generation will play in the business, how and when they will assume authority, as well as how to structure the business so that estate and inheritance taxes will not jeopardize the continuation of the business after the owner's death. Plans also need to include a structure for inheritance for family members who are not involved in the business.
The plan also needs to deal with the interfamily issues that will arise from decisions made purely from a business perspective. For example, how will your oldest son deal with your decision to make your youngest child the Chief Executive of the Company and how to handle sons in law or daughters in laws who are key executives in the business?
Our extensive experience in working with Family Owned Businesses makes our attorneys uniquely qualified to assist your family enterprise to provide legal advice and counsel on a broad range of issues. Situations, which you believe are exclusive to your family, are often matters we have dealt with in other family enterprises. Contact us to learn more about how we can assist your Family Owned Business.
Business Breakups
Many of the companies our law firm represents are family owned businesses or "closely-held" companies owned and operated by a small number of people.
One of the unfortunate realities of Family Owned Businesses or other Closely Held Businesses is the development of disputes in the organization.
As happens with married people, the business partners sometimes reach a point where a split up or divorce of the business occurs. Where it is a family owned business, the issues of family dynamics become interwoven with the business dispute issues.
The experience of the firm’s attorneys in these types of situations provides the ability to guide clients through the difficult task of understanding the legal, business and personal issues involved and working with you to find solutions, or when appropriate, the separation of the business owners.
Careful planning upon formation of the entity can alleviate many of the issues or highlight problems which should be resolved before the individuals decide to become partners in business. Careful planning of partnership agreements, buy/sell agreements and appropriate insurance coverage can help to avoid many future issues.
Mergers, Acquisitions and Sale of Businesses
We have represented clients in many forms of mergers and acquisitions. We work with you in conducting due diligence to help you ask questions to germ to fully understand the company you are exploring acquiring or merging with. We will participate in the negotiations at what ever level you choose. We will work with you and your other advisors to determine tax implications of the merger or acquisition and how to best structure the transaction. We cam assist in negotiations with potential lenders and equity participants relating to the financing of the transaction. Our role is to help you make a deal; not to create problems which will break the deal.
We also have significant experience representing companies and their owners in the sale of a business. For small and medium sized companies, the decision to sell a business is often a difficult emotional decision, especially for a family business or for the founding entrepreneur. In some situations our role begins as the business recognizes the future need or desire the sell the business than planning the sale of the business, Often a business broker will be involved in the marketing if the business to potential buyers.
In other situations our role is more limited to the negotiation and preparation of the purchase and sale documents and making sure you understand the terms of the agreements which may require you to provide some seller financing or your agreement not to compete in the future.
Taxation
The law firm provides tax advice to individuals and businesses on federal, state and local taxes and has significant experience in representing taxpayers in IRS audits as well as other forms of disputes with taxing authorities.
At the Federal level we work with you and your accountant on individual income tax and estate tax issues facing you and your business. The attorney will explain the tax issues which you many face and advise you about options that may reduce your tax liability or help you plan for future tax issues. We regularly represent taxpayers before the IRS on estate tax and income tax issues as well as collection actions against corporate officers and owners for unpaid payroll taxes and other collection issues.
State taxes are often as large an issue as federal taxes and proper advance planning can minimize state tax liability. States each have their own taxing systems and separate regulatory and administrative agencies that handle tax matters. Our experience at all levels of state taxation allows us to represent you in all aspects of your tax matter.
Local taxes are becoming an increasing business and individual concern. What were once nuisance taxes are suddenly becoming a potential major cost for businesses. Many local governments are becoming more aggressive in assessing and collecting taxes. Many times the local tax authority’s tax assessment is based on inaccurate facts or legal interpretations.
The law firm has recently concluded several local tax assessments involving business taxes in which the final resolution was over $100,000 less than the claim made by the local tax authority.
Tax Audits
We handle federal, state and local tax audits for personal and business matters. Our attorneys regularly represent clients in matters before the IRS, Pennsylvania Departments of Revenue, Florida Department of Revenue and numerous local tax authorities.
Many issues involve disputes regarding additional taxes assessed by the taxing authority. We work with you and any other involved professionals to attempt to resolve the matter at the lowest level possible and have experience in litigating matters in state and federal courts when an administrative resolution can not be reached.
Charitable Organizations and Private Foundations
Our attorneys regularly handle formation and operation matters for Charitable Organizations and Private Foundations. Formation services include assisting the Charity in obtaining its tax exempt status. We also handle ongoing matters for Charitable Organizations.
Private Foundations offer high net worth individuals an opportunity to set aside funds for charitable purposes and retain control of the ultimate disposition of the funds. For more information see our article on Private Foundations or contact us to learn if establishing a Private Foundation fits your estate plan.
