--– General Corporate --–

For over 45 years Wiener and Wiener LLP has assisted entrepreneurs in all types and sizes of 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 are available to 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 other lender financing, we provide clients with assistance in business planning matters involving taxation, mergers, acquisitions and sales, business succession planning, and a variety of other areas.

Business Formations and Start-Up
We 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 can 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 have assisted start up ventures in obtaining grants, low cost loans through government agencies and tax-exempt financing packages available to certain borrowers.

Back to the top

--- Mergers and Acquisitions ---

We have represented clients in many forms of mergers and acquisitions of businesses. We work with you in conducting due diligence to help you fully understand your target company. We will participate in the negotiations at whatever level you choose. We will work with you and your other advisors to determine the tax implications of the merger or acquisition and how to best structure the transaction. We can assist in the negotiation with potential lenders and equity participants to finance the transaction. Our role is to help you make a deal; not to create problems which will break the deal.

Back to the top

--- Sale of Businesses ---

The decision to sell a business if often a difficult emotional decision, especially for founding entrepreneurs. In some situations our role begins as the business recognizes the future need or desire to sell the business and planning for the sale of the business. Often a business broker will be involved in the marketing of the business to potential buyers.

In other situations our involvement 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 the buyer some financing, or your agreement not to compete in the future.

Back to the top

--- Business Financing ---

Most businesses need to borrow money to achieve the current goals. Banks are a traditional lender to businesses. Today a great number of alternative sources are available. We have represented borrowers in transaction with banks, insurance companies, government agencies, capital finance companies as well as individual lenders. Often a variety of lending sources may be involved. Our experience can help to facilitate a smooth transaction. We will work with you to find the best deal for you and your company and help you understand all of the future obligations and risks involved in the financing transaction.

Back to the top

--- Business Succession Planning ---

Most business owners have a Will in which he or she describes in detail who will inherit assets, who will be the 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.

Back to the top

--- Family Owned Businesses ---

Family Owned Business entities make up a large number of the business represented by our firm. In fact, the firm itself is a family owned business and this helps us understand even better the special dynamics involved in a family business.

In Family Owned Business your partner (whether the business entity is a corporation, LLC or other type entity, "partner" best describes the co owner's relationship even if they are not legally "partners") 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 need 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 us uniquely qualified to assist your family enterprise providing legal advice and counsel or a broad range of issues. Situations, which you believe are exclusive to your family, are often something we have dealt with in many different situations.

Back to the top

--- Business Breakups ---

Many of the companies our firm represents are family owned businesses or “closely-held” companies owned and operated by a small number of people. Unfortunately 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. Our experience in these types of situations provides us with the ability to guide our clients through the difficult task of understanding the 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.

Back to the top

--- Workouts and Bankruptcy ---

The life cycle of many businesses includes some rough economic times. Many of today’s most successful companies were yesterday’s failure. Changing market conditions, unforeseen personal issues, economic problems of a major customer or just a sudden change in outlook by your bank can cause a business to experience economic hardship.

Negotiations with banks, customers, supplier’s employees and taxing authorities require special legal knowledge and experience. Our firm has lawyers who are experienced in all aspects of workouts and bankruptcy and will help you with the immediate problem facing the company and to plan through the process so that you and the business can emerge in the best manner possible. Without a plan where you and the business are headed, entering into a workout agreement with a bank or filing bankruptcy is certain disaster.

Back to the top

--- Taxation ---

Our firm provides tax advice to individuals and businesses on federal, state and local taxes and has experience in representing taxpayers in 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. We will explain the tax issues which you many face and advise you about options that can 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 often 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. We have 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.

Back to the top

--- Buy/Sell Agreements –---

Every business with multiple owners, whether two or twenty, should have an agreement in the event that one partner wants to quit or retire or where death or disability causes the cessation of their involvement in the business. The best time to establish a buy/sell agreement is at the formation of the business enterprise. Often, a desire to reduce initial costs, over optimism about the future relationship of the business partners, or lack of time devoted to the issue, result in no agreement being made among business owners. This often leads to lengthy, nasty and expensive disputes when a breakup, retirement or death occurs. Like marriages, over 50% of new business co-owners will separate during the venture.

Back to the top

--- Covenants Not To Compete ---

The ability of most businesses to succeed depends on key employees. In certain situations a covenant not to compete will prohibit your employee from leaving your company to work for a competitor or open his or her own business. Other employee agreements will protect your company trade secrets, customer lists, supplier contacts, or market strategy, but still allow an employee freedom to work elsewhere. These type of agreements will only be enforced by a court when they have been properly drafted and entered into and drafted. Using a form you found somewhere can lead to the agreement being held invalid when you seek enforcement. Our knowledge in this area will help you understand the limits for these agreements and assist in developing an agreement that will adequately protect your interests and allow the best possible chance for full enforcement.