CORPORATE, LLC & ENTITY LAW

Corporate Litigation

Recently, we have represented plaintiffs and defendants in the Delaware Court of Chancery. We have brought derivative stockholder lawsuits for breaches of fiduciary duty. We have represented limited liability companies and their members in defending actions to dissolve their companies.

Books & Records, Fiduciary Duty and Appraisals

Under Delaware Corporate and LLC law, business stockholders and members have a right to access certain information based on a proper purpose. We can assist in submitting such a demand on management. Should you have a strong case of mismanagement and self-dealing by management, we can assist in bringing an action for breach of fiduciary duty. Should you need to value your shares after an acquisition/merger we can assist to ensure you receive “Delaware Fair Value” for your shares.

Business Partner Disagreements

We also assist small business owners in disputes with their fellow owners. We call these “professional divorces.” The solution may be a buy-out, liquidation, compromise or lawsuit to recover damages for mismanagement.

Opinion Letters (Special Purpose Delaware LLC)

We serve as local counsel in Real Estate transactions involving Delaware LLCs and prepare opinion letters, typically, regarding authority to enter financing transactions. We can also draft and modify special purpose LLC agreements with a single equity member and another “springing” non-equity member often required by banks in large transactions over $5 million.

LLC Formation/Incorporation

We also operate Agents and Corporations, Inc. which provides incorporation and registered agent services in Delaware, Florida, and Nevada for customers throughout the United States and around the world. Agents and Corporations, Inc. can check name availability and form a corporation or limited liability company in one day because we are online with the Delaware Division of Corporations. We include a Legal and Tax Strategies Explanation on the choice of entity, tax elections with the IRS, and tax deductions with IRS Forms, Minutes, Promissory Notes, and Medical Expense Reimbursement Plan. For more information check our website at www.INCNOW.com. Entities can be purchased online with a credit card.

Purchase and Sale

We advise and represent clients in the negotiation and documentation of the purchase and sale of businesses. We advise clients on the alternatives for the ownership and operation of their business. We help clients form corporations, limited liability companies and partnerships. We also prepare stock purchase agreements, employment agreements and other documents used in these entities. We emphasize and provide for the tax considerations in these transactions.

Admission of Out of State Counsel: Pro Hac Vice

We have also moved for the admission of out-of-state counsel Pro Hac Vice permitting them to represent clients before Delaware courts.

Entity Engineering

We can use entities, such as multiple Delaware LLC’s or a Delaware Series LLC to structure transactions to meet your goals and protect your interests.

COMMERCIAL & BUSINESS LAW

Transactions/Negotiating Agreements

We advise and represent clients in the negotiation and documentation of the purchase and sale of businesses. We advise clients on the alternatives for the ownership and operation of their business. We help clients form corporations, limited liability companies and partnerships. We also prepare stock purchase agreements, employment agreements and other documents used in these entities. We emphasize and provide for the tax considerations in these transactions.

Breach of Contract Litigation

If you have a contract that was not honored by the other party, we can assist you in a suit for breach of contract, to obtain a judgement.

Judgment Collection

Once you have a judgment against a debtor, you need to execute upon it to collect. We have experience working with the judgments office and sheriff’s office seizing debtor’s assets.

Trademarks

We advise on Trademark registrations with the United States Patent and Trademark Office and Delaware Secretary of State.

Bankruptcy (Creditors Only)

We assist creditors who have been sued in the Federal Bankruptcy Court for the District of Delaware. We also assist creditors in filing proofs of claim. We do not represent debtors in personal or corporate bankruptcy.

Commercial Real Estate

We review, negotiate and prepare contracts for the sale, purchase, refinancing or lease of real estate. We also do title searches, issue title insurance and hold settlements on the purchase and financing of real estate. We also go to court to represent landlords in commercial and residential leases.
We give individual owners, investors and developers tax advice on the best way to purchase, own and sell their real estate, including 1031 tax-free exchanges.

ESTATE & PERSONAL WEALTH LAW

Estate Planning

Our approach toward estate planning is to review the assets of our clients. We then advise on the type of Wills and/or Trusts they should have for tax purposes. We advise on:
Revocable (Living) Trusts,
Irrevocable Life Insurance Trusts
We explain the use of and prepare Durable Powers of Attorney and Living Wills. We also help clients decide on the distribution of their assets and choice of Guardians, Trustees and Executors. We then suggest the way assets should be coordinated with the estate planning to minimize taxes and to avoid or reduce probate and estate administration expenses. We also prepare any changes in beneficiary designations and ownership of assets to be consistent with tax and estate planning. Due to changes in the law and the circumstances of clients we recommend that our client’s estate planning be reviewed every five years.

Asset Protection Trusts

Delaware Dynasty Trusts, and/or
Delaware Asset Protection Trusts
We serve as qualified trustee in limited circumstances.
We form Delaware entities to wrap your business or assets.

Administration (Probate/Trust)

We advise and represent Executors and Administrators in the probate and settlement of estates in Delaware, Pennsylvania and New Jersey. We enjoy helping personal representative complete the estate and trust administration process for loved ones

Litigation

Recently, we have represented plaintiffs and defendants in the Delaware Court of Chancery. We have represented estate beneficiaries who were denied their rightful share of an estate involving previously untested areas of Delaware and Florida law. We also represent estates and/or executors who have been sued by beneficiaries.