Business & Insurance Regulatory

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)

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)

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

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.

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

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