Corporate and Business
Clients of the Firm range from start-ups and entrepreneurs to Standard & Poor’s 500 companies. Whatever the size of the company, Cowles & Thompson’s mission is the same: to focus on the client’s business objectives and effectively manage the transaction to a successful closing.
Our corporate attorneys have considerable expertise in a wide variety of industries including high technology, telecommunications, manufacturing, financial services, real estate, healthcare, and retail services. The Firm is also actively involved in representing many professional practices in many practice areas, including medicine and dentistry.
In working with start-ups and early stage companies, attorneys provide guidance on the appropriate legal structure and the various tax ramifications associated with each, alternative financing methods, and intellectual property protection.
Business Structure
Attorneys with the Firm organize business structures for clients, including corporations, professional associations and professional corporations, joint ventures, limited liability companies, limited partnerships, limited liability partnerships, and general partnerships. Representation in this area includes:
- Selection of business entity and state of organization
- Entity information
- Corporate charter and bylaw issues
- Buy-sell, voting, and other shareholder agreements
- Compliance with corporate, partnership and LLC laws
- Conduct of board of director and shareholder meetings
- Governance issues, board structure, membership, and operation
- Preparation of corporate resolutions and minutes
Serving as a company’s general counsel
Attorneys routinely act as outside counsel for clients, handling a broad spectrum of corporate and business matters in conjunction with other legal, accounting, business and banking experts. This allows a company to have the appropriate legal expertise available to them as they are navigating many business and business growth issues. In addition to addressing day-to-day issues and strategic issues, attorneys work with companies in the areas of:
- Retention of experts and obtaining fairness opinions
- Indemnification agreements and director and officer insurance coverage issues
- Mergers, acquisitions and disposition of business assets
- Intellectual property advice
- Director and officer liability
Mergers, Acquisitions and Disposition of Assets
As businesses grow and diversify, attorneys work with them in structuring their acquisitions, walking through the various negotiation stages with the interested parties and assisting in ironing out details and closing the deal. As business change their structure and dispose of assets, the Firm also handles negotiations and structuring of the deal, beginning at letter of intent stage and continuing through the definitive agreement stage and the closing.
Labor and Employment Issues
There can be a lot of exposure to businesses in the labor and employment arena. Businesses usually keep these issues at the top of the priority list in managing and complying with the many regulations imposed on businesses today. In addition, attorneys handle contract preparation and project review, including executive employment and compensation arrangements, master service agreements, supply contracts and construction contracts. The Firm works with businesses in many areas of the labor and employment arena:
- Employment and consulting agreements
- Independent contractor agreements
- Non-competition agreements
- Termination of key executives
- Labor policies
- Incentive compensation plans, including stock options and phantom stock plans
- Sales representative agreements
- Attorney-client privilege and confidentiality issues
- Internal investigations
General Business Transactions
The Firm routinely negotiates and prepares all types of contracts relating to businesses and professional practices, including loan documents, leases, and sales and service contracts.
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