Business Law

The business law group is engaged in a wide-ranging practice involving formation, capitalization, operation, reorganization, and dissolution of all types of business entities. The legal services provided by this group include assistance in selection and formation of the most appropriate form of business organization, raising capital through public and private offerings of securities, negotiation, drafting and review of all types of commercial contracts and agreements, protection of trade secrets and other types of proprietary information, advising individual officers, directors, partners, and shareholders concerning their legal rights and responsibilities, and assistance in all aspects of purchase, sale, merger, consolidation, reorganization, or dissolution of business entities.

Clientele

Our clients include existing and newly formed sole proprietorships, general and limited liability companies and corporations. The business entities range in size from small enterprises owned by a single individual, to large publicly-traded corporations. Our clients also often include individual officers, directors, partners and shareholders in various business organizations, who are seeking advice and assistance in exercising and performing their individual rights and responsibilities.

Strengths

We specialize in providing advice and assistance to small businesses of all types, and their individual owners and operators, and have substantial experience and expertise in this area. We also have experience in representing large private and public corporations and assisting them in compliance with applicable corporation and securities laws.

Corporations. A corporation is actually not the only business entity that can be chosen. Selection of the most appropriate form of business organization (corporation, LLC,…) for any business enterprise involves consideration of many factors, including taxation, management structure, limitation of personal liability, capital structure, ownership succession, and the like. Our attorneys have the necessary knowledge and experience to assist clients in determining exactly how each of these factors may affect them and their business organization, and in blending all of these factors together to reach a conclusion concerning the most appropriate form of business entity.

Partnership Agreements and Contracts. Once the form of business organization is chosen, our attorneys have the necessary technical knowledge and drafting skill to prepare agreements to complete the formation of the entity and to fully and accurately document the agreed-upon relationships and understandings between all parties involved. We are also able to assist in the negotiation, drafting, and review of all types of commercial contracts and agreements needed in the on-going operation of businesses, as well as provide consultation with respect to legal issues which may arise. Because of our substantial experience in formation of business entities, we are able to produce both basic and complex documents on a cost-effective basis.

Securities.  We have represented clients in all types of private, public and venture capital securities offering and investment transactions, ranging in size from less than $100,000, to more than $10,000,000. These transactions may involve preparation of offering documents and other agreements relating to the sale of securities, pre-offering governmental filings and other steps to comply with federal and state securities laws, and post-offering compliance with various reporting obligations.

Charities & Non-Profit Organizations.  We facilitate the entity formation process involved in setting up charities and other types of non-profit organizations in the state of Colorado as well as assist clients in preparing and filing the proper application (Form 1023/Form 1024) to seek tax-exempt status with the IRS. Once the non-profit organization is up and running, we help clients navigate the complex tax rules that apply to tax-exempt entities.We can also advise on the tax reporting requirements applicable to non-profit organizations.

We also offer guidance on the yearly corporate governance requirements for non-profits:
• Board Meetings
• Annual Solicitation Reports
• Adherence to the organization Conflict of Interest Policy

We offer Registered Agent services for non-profit organizations to help non-profits remain in good standing with the state of Colorado. This is essential for charities to gain exposure to potential donors especially since the state of Colorado allows taxpayers to donate part or all of their tax refund to qualified charitable organizations that are in good standing.

We have particular expertise and experience in the areas of real estate syndication, management and operation of limited partnerships, including limited partnerships which own and operate commercial real estate and limited partnership which provide money management services, franchising, and in transactions involving mergers of private companies into existing public shell corporations which are often referred to as “capital market access vehicles.”