Business Entity/Commercial
Primmer Piper Eggleston & Cramer provides a wide range of legal services to established businesses and new ventures. Whether a client needs a sophisticated business structure or a single entity, the firm has the expertise necessary to meet that need. In recent years, the firm has participated in rewriting Vermont's corporate and partnership laws and developing Vermont's limited liability company law. The firm was also actively involved in the effort to obtain passage of the Vermont Uniform Securities Act in 2005.
- Business Purchase or Sale Planning. The firm represents buyers and sellers of businesses during all phases of the negotiations and at the closing of transactions.
- Corporate Planning. The firm assists clients in the choice of business entity and in the formation of business corporations, professional corporations, limited liability companies, and partnerships. The firm also works closely with its clients on a day-to-day basis, counseling them on a variety of matters including executive compensation, franchising, equity and debt structure, regulatory permitting and compliance, environmental risk management, contract matters, and succession planning.
- Nonprofit Corporation Planning. The firm advises clients regarding Vermont Nonprofit Corporation Laws and Internal Revenue Code provisions affecting nonprofit organizations. The firm advises as to which form of tax exempt organization best suits the organization's needs and prepares all necessary documentation to form the corporation and to qualify the corporation for tax exempt status. The firm provides continuing planning advice for the corporation.
- Securities Law. The firm represents businesses in connection with the issuance of debt, equity and hybrid securities in public and private offerings under federal securities laws and state blue sky laws. It also advises public companies on compliance with ongoing disclosure and reporting obligations and compliance with the requirements of securities industry self-regulatory organizations, such as NASDAQ and the stock exchanges. The firm also represents broker-dealers, investment advisors and other securities industry professionals in connection with registration, licensing, compliance and enforcement matters.
- Corporate Governance. The firm regularly advises public and privately held companies and their boards and management on matters of corporate governance, including evolving best practices and enhanced corporate responsibility requirements under the federal Sarbanes-Oxley Act of 2002.
- Mergers and Acquisitions. The firm represents both buyers and sellers of businesses on all aspects of transactions, including negotiating terms, drafting documents, conducting due diligence reviews, obtaining regulatory and shareholder approvals and raising necessary capital.
- International. Since its inception, the firm has provided advice to clients with respect to both inbound and outbound international business transactions. Typically, such transactions involve a mix of corporate, tax, customs, and immigration expertise. Section 482 pricing issues and intellectual property licensing issues are also frequently encountered.
Primary Contacts:
Jon R. Eggleston
Denise J. Deschenes
Douglas J. Wolinsky
Gail E. Westgate
James E. Clemons
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