Business Entity/Commercial

Acquisition, corporate planning, governance, nonprofit, securities

Business Entity & Commercial Overview | Team

 

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, our attorneys have the expertise necessary to meet that need.

In recent years, the firm 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 business entity choice and the formation of business corporations, professional corporations, limited liability companies, and partnerships. Our attorneys also work closely with clients on a day-to-day basis, counseling them on a variety of matters, which include:

  • Executive compensation
  • Franchising
  • Equity and debt structure
  • Regulatory permitting and compliance
  • Environmental risk management
  • Contract matters
  • Succession planning

Nonprofit Corporation Planning

The firm advises clients regarding Vermont Nonprofit Corporation Laws and Internal Revenue Code provisions affecting nonprofit organizations. Our lawyers advise as to which form of tax exempt organization best suits the organization's needs, and prepare all necessary documentation to form the corporation and to qualify the corporation for tax exempt status. They also provide 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 business buyers and sellers in all aspects of merger and acquisition transactions, including:

  • Negotiating terms
  • Drafting documents
  • Conducting due diligence reviews
  • Obtaining regulatory and shareholder approvals
  • 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.

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