The attorneys of Pelton Serpe LLP are experienced in advising small and midsized companies in a wide-range of business issues from entity formation and the preparation of corporate agreements to insurance coverage disputes, defense litigation of employment, negligence and insurance claims to long-term strategic planning. Pelton Serpe LLP attorneys are experienced representing companies in the construction, insurance, media, accounting, technology and food service industries. We provide sage advice with regard to the following issues:
1. Business Formation
Pelton Serpe LLP attorneys can assist in selecting the right entity for you to conduct business, with experience in:
- sole proprietorships;
- partnerships;
- limited liability partnerships ("LLP");
- corporations; and
- limited liability corporations (“LLC”).
While a sole proprietorship is the least expensive, most flexible, and least formal business entity, it offers no insulation from personal liability. Partnerships exist whenever two or more people decide to go into business together to share profits, regardless of whether they operate under a formal partnership agreement. A partnership can be either a general partnership or a limited partnership, with a limited partnership providing insulation from individual liability for limited partners. While a corporate entity provides greater protection from creditors, the corporate structure requires more formalities than other forms of business entities and may result in double taxation (i.e. both the corporation and its shareholders pay taxes on the same income). S-Corporations have been developed to take advantage of corporate asset protection laws while reducing the burden of double taxation.
Business entities are subject to state law regulations, which will depend upon the state in which the entity is registered and the states in which the entity does business. State taxes and fees vary greatly between the states and your corporation may need to register as a foreign corporation doing business in any state in which you have an office and are not incorporated – which will result in additional fees. New York LLP’s, LLC’s and corporations are subject to State publication requirements which frequently cost in excess of $1,000 for Manhattan registrations. Pelton Serpe LLP attorneys are also experienced in drafting operating agreements, partnership agreement, buy-sell agreements, financing agreements and other contracts designed to serve and protect your business entity.
2. Insurance Claims & Litigation
The attorneys of Pelton Serpe LLP have gained experienced litigating commercial, employment, insurance coverage, negligence and bankruptcy claims in state and federal court for some of the nation’s largest companies. If your business has been sued, or your insurance carrier has disclaimed coverage for a claim that you believe should be covered by your policy, Pelton Serpe LLP will vigorously represent your legal interests while cost-effectively managing your case in order to reach the best possible resolution.
3. Contract Law
The attorneys of Pelton Serpe LLP are experienced in drafting business and construction contracts on behalf of their clients. While a number of laws may affect the contents of your contracts, the contracts themselves can typically be broken down into two basic parts. The first part of any contract must contain the essential business aspects of the transaction, including the subject matter of the contract, the price, the goods or services to be provided, the delivery terms, the payment schedule, etc., while the second portion of the contract should contain the legal fine print that will control the transaction in case the business aspects of the agreement fail. Business owners must consider: (a) choice of law clauses; (b) whether to include an alternative dispute resolution agreement; (c) the choice of venue; (d) force majeure clauses or such other conditions that may excuse performance from either party; (e) supplementary contract materials; and (f) provisions in the event of default.
While obtaining the best deal is still the primary goal in any contract negotiation, and extra-contractual considerations such as a parties’ reputation and ongoing business relationships may create an added incentive to avoid dispute, always remember to negotiate appropriate contractual boilerplate to provide an advantage should your contract fall into dispute.
4. Employment Law
While employees are typically employed “at will,” meaning that they can be terminated by their employer and they may quit their employment for any reason or no reason at all, so long as the termination is not for a prohibited reason. Federal, state and local laws prohibit discrimination in the workplace based on race, national origin, gender, age, disability, religion or other protected category. The attorneys of Pelton Serpe LLP are experienced employment law practitioners and can assist in preparing employment handbooks, consulting on employment decisions and defending employment law suits, including: (a) sexual harassment; (b) disability, race, age, sexual orientation and pregnancy discrimination; (c) Fair Labor Standards Act (“FLSA”) failure to pay overtime and other wage and hour claims; and (d) Family and Medical Leave Act claims.
As a business owner, you should consult an attorney experienced in employment law if you have recently retained an employee and you remain unclear regarding the regulations that you face and to ensure that your company is in compliance with all applicable employment regulations.
5. Financing and Business Disputes
The attorneys at Pelton Serpe LLP have experience preparing financing agreements, promissory notes, personal guarantees, partnership agreements, operating agreements and other contracts needed to secure your interest in property. Pelton Serpe LLP attorneys also have experience working to resolve disputes both internally as between two business partners and externally, between different business entities.
6. Business Transactions
Pelton Serpe LLP attorneys have experience in the sale of small businesses while the firm maintains connections with a network of financial services professionals to assist in finding solutions to your business requirements.
Contact Mr. Pelton to discuss your business law issue today by calling (212) 725-3600 or by emailing Mr. Pelton at pelton@peltonserpe.com.
