Entity Formation
Entity formation is more than an administrative filing for a business. For some it is the first step in realizing a life’s dream, while for others it may mark the strategic expansion or merger of a business, or the introduction of a product or service into a new jurisdiction. The choice of business entity will dictate the ongoing administrative burden, tax rates and filings, compliance regime, and liability of an entity and its investors, directors, or officers.
We assist businesses of all sizes in making strategic choices regarding their new entity and proactively planning for its future. We handle all of the administrative filings, tax filings, drafting of organizational documents, creation of company policies, and all other legal requirements to give their business the best chance of success.
Governance & Counseling
Our attorneys are seasoned business lawyers with in-depth knowledge of the practical and legal obligations of Delaware entities and their principals. We counsel both for profit and nonprofit corporate boards, in-house counsel, directors and officers, limited partners, members, and managers on their fiduciary and regulatory responsibilities, and provide tailored policies and documentation to enhance compliance and minimize risk. If concerns or disputes do arise, we work closely with clients to investigate and resolve the issue, and implement changes to prevent future recurrences.
Mergers & Acquisitions
Delaware is the chosen state of many, both local and out-of-state, to establish a business entity, and is frequently the governing law in many M&A deal agreements. Based in Delaware since 1994, our Business and Tax Planning & Transactions attorneys have handled countless horizontal and vertical mergers, asset purchase agreements, stock purchases, conglomerate acquisitions, management-led buyouts, joint ventures, reverse takeovers, hostile takeovers, and other deal structures. We have detailed knowledge and experience in this law and this jurisdiction.
At GF&M, we provide comprehensive support to our Mergers & Acquisitions clients. We advise on the best structure and financing options to achieve a client’s objectives and tailor each deal to a client’s specific needs. With attorneys skilled in a broad cross-section of legal fields, we can consider the commercial, corporate, and tax implications in every transaction. Our experienced team completes thorough and reliable due diligence to minimize a client’s risk and better inform the transaction. We coordinate and negotiate with all of the parties to the deal to get the best outcome for our client. Finally, we guide our client through the post-transaction period of administrative filings and business changes to aid a smooth transition.
Succession Planning
Successful businesses outlive the individuals that founded or led them at different stages of their lifecycle. In order to ensure the continuity of a business, whether an intergenerational family business or an international corporation, it is essential to plan for changes in ownership or leadership. We assist clients in strategizing succession plans for owners and other leaders in their organization, taking into account the entity structure, tax considerations, fiduciary and employment law issues, and more nuanced concerns such as key business relationships. We work closely with our clients to create and implement a plan for longevity and growth for their business. As our clients typically maintain long-term relationships with us, when changes happen, we are on hand to help navigate the transition with minimal business disruption.
Tax Counseling & Controversy
Taxes are an inevitable part of life and business. Compliance with state, federal, and local tax regulations and obligations can seem like an onerous task, but having the skills to navigate tax legislation to save your business money or stand your ground in a dispute with the IRS may seem impossible. At GF&M, our Business and Tax Planning & Transactions attorneys can do that and more. We work with clients to proactively manage their tax exposure and liabilities, and advocate for them with tax authorities when issues do arise. We routinely handle cases at the U.S. Tax Court and local tax appeal boards, and also assist with administrative proceedings, including personal and business tax audits, collection due process hearings, penalty disputes, offers in compromise and installment plans. Advanced levels of experience and education in the tax sector combined with a drive to stay abreast of the latest legal and political developments make our tax lawyers well equipped to give GF&M clients a competitive advantage in business or in court.
Legal Opinion Letters
Delaware’s long-established and litigated corporate and alternative entity laws attract entities and transactions from around the world. Various transactions involving a Delaware entity or Delaware laws often require a legal opinion from Delaware counsel as a prerequisite to closing. Our attorneys opine on matters of Delaware state law, as well as federal law, in corporate, alternative entity, real estate, commercial, and financial transactions, such as proper organization and existence of an entity, enforceability of a contract, perfection of liens, authority and powers. We also provide non-consolidation, true sale, and authority to file opinion letters. Accustomed to working to tight deadlines and as part of cross-jurisdictional teams, our attorneys work diligently to provide reliable and timely legal opinions to support clients and co-counsel in achieving a smooth and successful deal.
