Business

Choosing the appropriate legal entity is the foundation of good business planning. Our lawyers help clients understand the benefits and potential restrictions of various available business entities. We evaluate which type of entity is the most appropriate to facilitate growth and financing needs while maximizing tax advantages. That includes assisting in selecting the proper management, organizational structure, and operational controls. We prepare all documentation necessary to establish and maintain the following:

• General Partnerships and Joint Ventures
• Corporations
• B Corporation
• Limited Liability Companies (LLC)
• Limited Partnerships (LP)
• Limited Liability Partnerships (LLP)
• Entities Disregarded for Federal Income Tax Purposes
• Professional Corporations (PC), Professional Associations (PA), and Professional Limited Liability Companies (PLLC)

Our attorneys assist family-owned businesses and other private companies with traditional loans from banks, life insurance companies, and other lenders. We also help our small business clients with private placements to obtain the capital needed in their business’s start-up phase and to ensure long-term growth.

Thompson Coe helps privately-owned companies grow through mergers and acquisitions of other companies. We also advise business owners on exit strategies, such as the sale of company stock or assets. We provide start-to-finish assistance with the structuring, negotiation, documentation, and closing of these transactions, covering everything from due diligence to proper tax planning. Among the services we provide is the negotiation and drafting of:

• Merger and other Tax-Free Reorganization Agreements
• Stock Purchase Agreements
• Asset Purchase Agreements

We advise owners of family and other closely-held businesses in connection with structuring and planning for equity ownership and management changes to ensure a smooth transition in the most tax effective manner. In addition to drafting estate plans for business owners, we prepare:

• Buy-Sell Agreements for Corporations, Limited Liability Companies, Limited Partnerships, and their owners
• Voting Agreements

Using a multi-disciplinary approach, we provide advice with respect to employee benefit plans such as:

• Qualified Retirement Plans
• Health Plans
• Fringe Benefit and Cafeteria Plans

We also assist in structuring compensation plans for executives and key employees, which may include:

• Employment Agreements, including Non-Compete and Confidential Information Restrictions
• Restricted Stock and Other Incentive Compensation Plans
• Stock Option Plans
• Other Non-Qualified Deferred Compensation Plans

When our business clients buy, sell, or lease real estate, we provide all the services necessary to complete the transaction. The firm’s business attorneys can handle every stage of a real estate transaction including:

• Due Diligence Reviews
• Purchase and Sale Agreements
• Like Kind Exchanges
• Land Use and Entitlements
• Acquisition and Development Loans
• Construction Agreements
• Retail, Office, and Industrial Leases and Subleases
• Property Management Agreements
• Ground Leases
• Restrictive Covenants.

Our business real estate lawyers work to maximize tax advantages in deal structuring and excel at anticipating and resolving due diligence issues during negotiation. Business clients can also rely on us to evaluate financing alternatives, develop and analyze lease versus ownership advantages, and identify tax and economic incentives.

In today’s challenging real estate market, we have a special strength in working with business clients on creative problem solving ideas. For example, we often work to resolve defaults on financing for office, residential, and retail properties by restructuring the loan. Our lawyers are also skilled at sublease transactions, lease negotiations, and drafting, including helping our clients assign commercial real estate space they no longer need or can afford.

Our firm is experienced at representing business clients in the full range of federal and state tax matters, particularly those relating to:

• Entity Formation
• Mergers and Acquisitions
• Real Estate Transactions, including Like Kind Exchanges
• Planning for Partnerships, C Corporations, S Corporations and Disregarded Entities
• Workouts and Bankruptcies
• Texas Franchise/Margin Tax Planning
• Executive Compensation
• Charitable Giving/Private Foundations
• Federal Estate, Gift, and Generation-Skipping Tax Planning

Using what we’ve learned from working with many small businesses, we craft personalized estate planning solutions that maximize financial benefits while minimizing transfer taxes. Estate plans address the relevant tax issues and business succession guidance that helps small business owners develop the right strategies to maintain or relinquish control of their companies as personal needs and requirements dictate. We prepare:

• Wills
• Revocable Trusts
• Irrevocable Investment Trusts
• Durable Powers of Attorney
• Medical Care Powers of Attorney
• Directives to Physicians
• Premarital and Postmarital Agreements
• Irrevocable Life Insurance Trusts
• Family Limited Partnerships
• Private Foundations
• Charitable Trusts

We also handle the probate of wills and assist personal representatives with the administration of decedents’ estates.

We assist clients with the formation of non-profit corporations and obtaining tax-exempt status for those entities. We also advise on operational restrictions, prohibited transactions, and other Internal Revenue Code and Treasury Regulation requirements.

Thompson Coe lawyers work with business clients and their owners as trusted colleagues. Our lawyers invest the time to understand our clients’ operations and strategies. We do not divide business services into separate packages that require clients to work with numerous lawyers.

Instead, one or two trusted advisors, backed by our firm’s full capabilities as needed, apply the skills dictated by each engagement and charge reasonably for them. It’s the kind of approach that our clients value and appreciate. We customize our services to fit the unique requirements of each company or business owner.