Corporate, Tax & Estate Planning
- The firm represented a surviving spouse who inherited 100% of a security market-maker business as a result of her husband's premature death. The firm devised a plan to transfer control of the business to several of their children involved in the business while equitably providing for other children. One vehicle used in the plan was a contingent payment note. Subsequent to putting the plan in place, the business was sold at an appreciated value. The value of the business was effectively transferred to a subsequent generation free of any estate tax.
- The firm represented a start-up technology company in the negotiation and investment of capital from a major corporate leader in the technology field. The transaction involved the negotiation, drafting and finalizing of various documents, including a stock purchase agreement, investors' rights agreement, warranty agreement and confidentiality and non-compete agreements. The firm also negotiated an agreement whereby the founders of the company sold a small portion of their stock to the investor while retaining control over the company. The firm also prepared and counseled the company on an employee stock option plan and option agreements.
- The firm represented a professional engineering firm in the sale of its business, devising a plan for an equitable distribution of the company assets, along with other family assets, which resolved an internal family dispute.
- The firm provides ongoing representation to a national company which sells extended warranty service agreements to individual consumers, distributors and manufacturers. The firm handles various matters for the company, including the negotiation and drafting of contractor agreements, sales agreements and management agreements. The firm also provides trademark services for the company, including determining whether a trademark can be registered, registering trademarks at the state and federal level and protecting the registered trademarks from infringement. The firm has represented the company in its acquisitions of, and joint ventures with, other companies.
- The firm represented a Section 501(c)(3) not-for-profit corporation in a transaction with the Illinois Development Finance Authority whereby the client was able to borrow $3,400,000 to finance the construction and equipping of a community center and the refinancing of its outstanding taxable debt.
- The firm represented two individuals who had been key employees of a food distribution business in acquiring that business on a deferred payment basis and, then, twenty years later represented those same two individuals in devising a plan to sell the same business to two of its key employees on a deferred payment basis.
- The firm structured a settlement agreement to resolve litigation between a franchisee, our client, and a franchisor in a dispute over territory under which the franchisee was able to sell out his business to the franchisor at the largest price ever paid for a franchise by the franchisor.
- The firm represented one brother in a family dispute over the control and operation of a retail food business. The business involves several retail locations as well as separately owned real estate which operated as parking facilities for the business. Under the resolution, the firm's client sold his interest in the retail operation, secured long term leases to provide income from the parking facilities and retained his ownership in the real estate limited liability company.
- The firm represented two sisters in a variety of matters involving the control and disposition of their father's multi-million dollar estate. This representation involved several issues, including complex real estate transactions, corporate partnership and estate and trust matters.
- The firm represented a corporate fiduciary as co-executor of an estate with a substantial interest in a closely held funeral business. The co-fiduciary with the corporate fiduciary had been the attorney for several of the parties involved in this transaction and was faced with numerous conflicts. Through our representation, the firm addressed the conflict issue, litigated with minority shareholders and, eventually, structured a transaction to dispose of the business at a substantial gain to the estate.
- The firm represented a professional design firm in the acquisition of the business and client base of another design firm from its retiring owner, which transaction included a termination feature allowing our client to terminate the agreement and all future payments in the event the acquisition did not provide our client with a specified amount of income. The firm's representation also involved the negotiation of a consulting agreement with the retiring owner who agreed to provide substantial additional services to the acquired clients on an ongoing basis for five additional years.
- The firm, on numerous occasions, has represented doctors and lawyers in structuring arrangements to bring individuals into the professional practice, as well as representing professionals in selling their practices. In addition, the firm has represented professionals in disputes over the ownership and operation of their practice.
- The firm provides counsel to management on all aspects of employment law. The firm's services include the drafting of employment agreements, non-compete agreements, and waiver and releases; the hiring, discipline and firing of employees; and the review and revision of employee manuals, policies and procedures. The firm has also represented management in the defense of lawsuits brought by terminated employees under various federal anti-discrimination laws.
- One member of the firm has served as an expert witness in a variety of cases, including testifying on behalf of the defense as to the standard of care in a legal malpractice case, providing testimony in a dispute involving contract interpretation and testifying on behalf of an attorney in an attorney disciplinary proceeding.
- The firm represented a financial institution in an investigation of the conduct of a board member and developed a plan for the institution to implement to resolve the problem with the existing board member and to prevent conduct from occurring in the future with other board members. As a result of the firm's work, an agreement was reached between the board member and the institution and further liability to the institution was avoided.
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