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Corporate Law

Corporate and Business Attorneys

Note: Effective Jan. 1, 2024, the Corporate Transparency Act requires reporting companies in the United States to disclose key information about their ownership structure. To learn more about how this rulemaking affects your business, be sure to consult our overview and the CTA’s Small Entity Compliance Guide.

Our corporate and business lawyers at Odin Feldman Pittleman work collaboratively with our clients to establish, manage and protect their interests and achieve their goals, leaving them free to do what they do best: lead and grow their organizations.

We assist public and private organizations ranging from small, family-owned businesses to large, multinational corporations across many industries. Handling matters involving executive compensation, business succession planning, entity formation, corporate governance, mergers and acquisitions, debt and equity financing and more, our business lawyers advise clients on how best to accomplish their transactional business needs and financial goals and, when necessary, dispute resolution.

Our corporate and business lawyers advise clients in the Washington, D.C., metropolitan area and throughout the nation in many areas of business law. See our range of capabilities in the navigation bar.

Areas of Concentration

Mergers and Acquisitions

We represent companies in a variety of industries, including government contracting, retailing, technology, restaurant and hospitality, health care, professional services and real estate. We counsel buyers and sellers in Virginia, Maryland, the District of Columbia and across the United States on merger and acquisition transactions, including asset and stock acquisitions; recapitalizations, reorganizations, restructurings and workouts; mergers and tender offers and exchange offers; joint ventures and strategic alliances; divestiture; and spinoffs and split-ups.

Corporate Governance

We assist clients in Virginia, Maryland, the District of Columbia and throughout the United States to ensure their full compliance with applicable federal and state laws and regulations, including the Sarbanes-Oxley Act and securities laws. Our lawyers also counsel privately held companies and nonprofits on best practices for their corporate governance.

Our legal services include drafting charters for audit, nominating, governance and compensation committees, as well as drafting codes of ethics and statements of principles of corporate governance. Our attorneys regularly advise boards of directors of their fiduciary responsibilities and provide counsel on matters of executive compensation and succession planning.

They also have significant experience in mergers and acquisitions. Teaming with attorneys from our litigation practice area, we can provide representation in litigation matters as well as crisis management.

Business Entity Formation

When choosing to start a company, you can expect to encounter many legal, tax and financial problems. Our attorneys work closely with clients to explain possible tax issues, liabilities and other concerns, as well as the obligations you may have to report business information. They assist clients with forming their businesses in Virginia, Maryland, Washington, D.C., and throughout the United States.

Our lawyers assist clients in the selection of appropriate business structures: S corporations, C corporations, limited liability companies (LLCs), professional corporations (PCs), professional limited liability companies (PLLCs), partnerships, limited partnerships (LPs), sole proprietorships, nonprofit organizations and joint ventures.

For clients who form corporations, our attorneys draft bylaws, incorporation articles, shareholder agreements and other documents to establish procedures involving subjects including governance within the corporate structure, limitations on stock transfers, methods for reporting and provisions for resolving disputes that pursue accomplishing the goals of business owners. They also review our clients’ existing estate plans to ensure alignment with provisions in the company’s incorporation articles and bylaws, as well as what is found in trusts and other documents involving the succession of a business.

For clients who form partnerships or LLCs, our team prepares formation certificates as well as articles of organization and operating and partnership agreements to provide clarity on how the business will operate in the future. They also place restrictions on the transferability of partnership or LLC interests and provide clarity on governance and dispute resolution issues.

Knowing that businesses change over time in response to market conditions, our attorneys create an ongoing trusted business adviser relationship with our clients.

Emerging Companies

We use a team-oriented approach when working with emerging companies in Virginia, Maryland, Washington, D.C., and across the United States. We combine the experience from our corporate, intellectual property, tax, employment, real estate and finance practice areas to approach our clients’ issues with a practical understanding of their business needs. This team approach gives our clients the flexibility to call on several attorneys who are familiar with the clients’ products, services, technology and business models. We are mindful that emerging companies often have significant legal needs while facing unique cost constraints. We also have working relationships with venture capitalists, angel investors and other capital sources and can make introductions where appropriate.

Our attorneys understand the strategic and tactical decisions made by our clients’ management and boards of directors. They frequently complement clients’ management teams by serving as outside general counsel, acting as senior members and participating in board-level discussions.

Our commercial experience includes the following:

Drafting various business agreements, such as voting agreements and buy-sell agreements
Structuring investment and business partnerships, LLCs and corporations
Advising clients on all aspects of tax practice and procedure
Advising businesses on matters of executive compensation, such as equity incentive plans, stock option plans, phantom equity plans, nonqualified deferred compensation plans and other bonus arrangements
Structuring practices and policies involving the development and acquisition of intellectual property and its commercial exploitation
Structuring acquisitions and sales of businesses through asset sales, stock sales, mergers, spinoffs, split-ups and other methods

Business Disputes

Though our attorneys strive to structure business transactions to avert disputes, at times, despite careful planning, conflicts arise. When they do, our lawyers guide our clients toward resolution in a cost-effective and efficient manner.

Their approach is to understand the client’s goals and then analyze the various paths to resolution. After discussing the risks of each option, they work together with the client to develop a legal strategy that syncs with the business plan.

While our lawyers make every effort to settle disputes, they are prepared to work in tandem with our litigation attorneys, who have experience in corporate law representing clients in federal and state courts, with a concentration in Virginia, Maryland and Washington, D.C.

Business Succession Planning

Our business succession planning attorneys help clients plan for the transfer of ownership and control of their businesses in various ways, including:

From one family generation to the next
To management and employees
To an employee stock ownership plan (ESOP)
To a third-party purchaser

They work with each client to develop a unique business succession plan based on the goals of the current owner and the structure of the business.

Our business succession planning lawyers are also tax or estate planning attorneys who can provide comprehensive services, including management succession planning that is linked to the owners’ estate plans and creating ESOPs (should the business be transferred to employees) and other structures to accomplish the owners’ exit planning goals and ensure continuity of the business. Often, these transactions touch on the following:

Working with appraisers on valuation
Counseling on asset protection
Recommending, creating and managing trusts, such as grantor retained annuity trusts (GRATs), intentionally defective grantor trusts (IDGTs) and asset protection trusts (APTs)
Realizing liquidity through bank financing
Assisting with family members’ estate planning

Debt and Equity Finance

Our attorneys help business clients select from various financing options to secure the necessary capital. They also represent venture capital and private equity firms, debt funds and investors through all phases of their investment cycles.

Our lawyers’ panoramic view, shaped by their experience and subject matter expertise, allows them to make uniquely informed recommendations to our clients. Some specific services they provide clients include helping structure and raise startup equity capital, negotiating and structuring debt transactions with commercial banks or private equity debt funds and structuring debt workouts for companies in difficult financial positions. They also represent clients in combined one- and two-step private equity and debt transactions involving senior and junior lenders to assist in providing liquidity to business owners.

Executive Compensation

Executive compensation packages must comply with the complex rules and regulations of federal and state securities laws, the Internal Revenue Code (IRC) and the Employee Retirement Income Security Act of 1974 (ERISA). Our attorneys structure executive compensation packages for privately held corporate clients in Virginia, Maryland and Washington, D.C. We also represent corporate executives in negotiating executive employment agreements as well as severance arrangements.

Associations and Nonprofit Services

Our attorneys understand the unique legal, tax and business needs of nonprofit organizations. They apply their knowledge and skills to help a variety of trade organizations, charitable and professional associations, public and private foundations, and other similar organizations to ensure that the organizations are appropriately structured to preserve their tax-exempt statuses and manage through the complexities created by tax requirements, employment matters and other operational considerations.

Our lawyers help nonprofits avoid penalty excise taxes, comply with fundraising restrictions and state laws, obtain recognition of tax-exempt status from the Internal Revenue Service (IRS) and much more. They also advise clients regarding administrative and regulatory activity concerning federal and state agencies, as well as standard-setting and certification.

Transactional Assistance

Our lawyers prepare transaction contracts and agreements that clients need to operate their businesses effectively and efficiently, including the following:

Employment-related transactions, including nondisclosure agreements, noncompete agreements, nonsolicitation agreements, employment offer letters and employee handbooks
Contracts, including customer contracts, client contracts, vendor contracts, supplier contracts, purchase order terms and conditions, collaboration agreements and teaming agreements
Technology-related transactions, including software license agreements, technology license agreements, software development agreements, technology development agreements, website development agreements, research and development agreements, and website privacy policies and terms and conditions
Marketing-related transactions, including co-branding agreements, marketing agreements and website hosting agreements
Commercial lending and borrowing transactions, including loan and security agreements, deeds of trust, mortgages, promissory notes, bridge loans, guaranties, pledge agreements and deposit account control agreements

Recognition

Best Law Firms, Corporate Law (Tier 2), Washington, D.C., 2022-2024
Best Law Firms, Closely Held Companies and Family Business Law (Tier 2), Washington, D.C., 2022-2024

Talk To Experienced Corporate Attorneys Today

These issues do not go away easily. Talk to our experienced lawyers today by calling 703-218-2100 or by sending an email to start exploring your options.