The corporate law and business transactions practice of Patrick, Harper & Dixon, LLP provides clients with experienced legal counsel on business formation and dissolution, mergers and acquisitions (M&A), including both asset and stock purchases and sales, contract negotiations, and numerous other transactional and litigation matters. We also serve the unique needs of healthcare institutions and medical providers. Finally, we both represent clients in mediation as well as conduct mediation on behalf of parties in business disputes.
Business Law: Formations and Dissolutions
If you’re starting a new business, one of the first decisions to make is the type of legal entity you want to form. The entity you choose will affect how the business is taxed, and whether, and to what degree, your personal assets could be at risk if the business becomes indebted or goes bankrupt. We can advise your organization on the advantages and disadvantages of the different types of North Carolina business entities, including:
- Sole proprietorship. This is an unincorporated business with one owner who is personally liable for the business’s debts. The owner reports the business’s income and expenses on his or her personal tax return.
- General partnership. A general partnership is an unincorporated business consisting of several owners (partners). Each partner is personally responsible for the business’s debts and obligations and for reporting his or her share of the business’s profits on his or her personal tax return.
- Limited partnership. This entity consists of two types of partners: general and limited. General partners oversee the operations of the business but have unlimited liability for the business’s debts and liabilities. Meanwhile, the limited partner is only liable to the extent of his or her investment in the business.
- Corporation. A corporation provides limited liability protection to its owners, called shareholders. A corporation can be a C corporation or an S corporation. In a C corporation, both the corporation and the individual shareholders are subject to taxation. By contrast, an S corporation allows the company to pass profits and losses through to its shareholders where they are reported on the shareholders’ personal tax returns.
- Limited liability company (LLC). An LLC offers limited liability protection and allows profits to pass through to owners, where they are reported on their personal tax returns.
Our firm also assists with business dissolutions. If you are ending your business operations, you need to ensure that debts and other obligations are properly handled. We make sure you take the right steps so your business is responsibly wound down and terminated.
Mergers and Acquisition (M&A) And Other Business Transactions
Mergers and acquisitions allow companies to consolidate their operations and expand into new industries and territories. This may include buying or selling a business through acquisition of the stock or membership interest, or through acquisition of the company’s assets. Having a mergers and acquisitions (M&A) attorney is essential to protecting your business and legal interests through this process. Our M&A attorneys can assist with the following:
- Negotiating the transaction. Your objective in a business transaction is to get the best possible deal while preventing unforeseen future issues from arising. We implement your business goals at each step of the negotiations.
- Due diligence. Whether you are the purchasing or target company, we can oversee this critical step to ensure your organization receives a fair value for the transaction.
- Legal documentation. Our firm prepares everything from letters of intent and confidentiality agreements to deeds, intellectual property transfers, and purchase and sale agreements.
- Title transfers. Titles to assets (e.g. equipment and real estate) must be transferred to the new or acquiring business entity. We help with this step and conduct title searches, when needed, so there are no surprises.
- Contractual issues. Your business may require a release or other approval from certain parties before the transaction can be completed. We help prevent these issues from getting in the way.
- Legal and regulatory compliance. The M&A process may implicate a number of state and federal laws. We assess the transaction from a legal and regulatory standpoint and clear any hurdles.
We represent clients in other business transactions, including:
- Negotiating, drafting, and modifying contracts
- Business financing
- Leases for property and equipment
- Drafting and executing operating, employment, and third-party business agreements
- Business succession planning
Companies in the healthcare industry face unique obstacles when it comes to forming, purchasing, selling, and operating their businesses. Our corporate and business transactions practice has a focus on this specialized area of law, including:
- Buying and selling medical practices
- Representing hospitals, other medical facilities, and medical providers in transactional and litigation matters
- Health Insurance Portability and Accountability Act (HIPAA) and other legal compliance
- Assisting professional corporations and professional limited liability companies in formation, dissolution, and various other transactional and litigation matters
Running a business means running the risk that your organization will eventually be involved in litigation. Whether you are the plaintiff or defendant in a business lawsuit, we’re prepared to advocate for your rights and interests. You could face a lawsuit from a former business partner, an employee, or a third party such as a supplier or customer. We work to settle lawsuits where possible through mediation or out-of-court negotiations. But, if necessary, we will take the fight to the courtroom.
If you’re a party to a business or corporate litigation matter, the case will likely be referred to mediation. This is an out-of-court process in which a neutral third party, the mediator, works to resolve the claims between the parties. We represent plaintiffs and defendants during mediation to make sure that all outstanding issues are resolved to the advantage of our clients.
Our firm also has certified mediators who are experienced in corporate and business law matters. If your case is in need of mediation, we’re prepared to serve as a neutral mediator.
Contact Our Hickory Corporate Law And Business Transactions Attorney
When selecting an attorney to represent your company, knowledge of North Carolina business and corporate law is just the beginning. You deserve a skilled lawyer who is experienced with the type of legal issue facing your organization. Let us show you the many different ways we can serve you. Schedule your consultation with Patrick, Harper & Dixon today.