Corporate Counsel

Agreements


Employment Agreements

Commercial Leases

Contracts

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Intellectual Property


IP Transactions

IP Protection

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Reorganization


Mergers and Aqcuisitions

Stock Sales/ Asset Sale

Buy-outs

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Services not limited to the above mentioned

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Employment Agreements

Pros


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    Stability

    A great way to keep your best employees

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    Extension

    Can require an employee to give a long lead time should they decide to leave

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    Certainty

    Contracts can offer retention bonuses or ask for a forfeiture of future bonuses if an employee leaves before a specific date

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    Protection

    Contracts can be used to prevent employees from revealing confidential information, soliciting customers or working for a competitor.

Cons


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    Terminate

    Contracts can restrict your ability to terminate an employee

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    Renegotiation

    If needs for your business change, you will need to renegotiate the employment contract

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    Good Faith

    Contracts require that you act with a “covenant of good faith and fair dealing.”

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    Limiting

    Contracts can restrict an employee’s ability to earn a living after leaving a company. This will be looked upon negatively by the courts

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What is included in an Employment Agreement?*

  • The terms of employment such as a period of time, duration of project, salary, etc.
  • Benefits such as health, dental, life insurance, disability insurance, retirement accounts, etc.
  • Responsibilities of the employee
  • Reasons and grounds for termination
  • Vacation and sick day policies
  • Nondisclosure agreements (regarding trade secrets or client lists)
  • Covenants not to compete (regarding employee opportunities)
  • Ownership agreements (regarding materials produced by employee during employment)
  • Assignment clauses (regarding patents, copyrights, trademarks acquired during employment)
  • Dispute resolution clauses such as mediation or arbitration

*Not limited to the above mentioned

Contracts

The Basics

Offer

The person who proposes the terms of an agreement makes an offer.

Consideration

The benefit that each party gets or expects to get from the completed contract.

Mutual Assent

“Meeting of the minds.” Both parties to a contract must intend to be bound by the agreement.

Acceptance

Agreeing to a contract should be clear to both parties.

When do I NEED to have a contract in writing?

  • Contracts in consideration of marriage.
  • Contracts that cannot be performed within a year. (employment contracts, leases)
  • Contracts to transfer land interest. (real estate)
  • Contracts for the sale of goods totaling $500 or more.
  • Contracts where a party becomes a surety.
  • Contracts by the executor of a will to bay debt

The above stated are contracts that NEED to be in writing or you may prevented from bringing a claim in court, unless there is an exception that applies.

Intellectual Property

Transactions

Intellectual Property is one of the most significant assets of your company, and Fisher Law Group is a pioneer in the commercialization, securitization, and licensing of these intangible assets. Our attorneys have acted as intellectual property counsel on different sides of transactions for major corporations as well as small and medium size enterprises. Fisher Law Group draws upon the experience of its attorneys in trademark and copyright practice groups to ensure that our clients rights and the value of their intellectual property are maximized in each transaction we handle.

Protection

As a holder of intellectual property, you have a duty to protect your property. Protection can be costly but it is a necessary cost for your company, brand, or entity. Ways to protect your brand or copyright is the last thing that is on your mind when you are starting a business. Allow Fisher Law Group to take the pain of litigation off of your plate and continue operating your company. Do not let others reap the benefits of your intellectual property and allow the attorneys at our firm take care of protecting your brand.

Reorganization

COMPANIES REORGANIZE AND RESTRUCTURE IN AN ATTEMPT TO INCREASE EFFICIENCY AND PROFITS, A CURE FOR THE COMPANY’S ILLS, AND AN OBJECTIVE TO ADVANCE EFFECTIVENESS. OFTEN TIMES, THE ORGANIZATION MAY BE A RESULT OF A RECENT ACQUISITION, BUYOUT, TAKEOVER, OR THE THREAT OR FILING OF BANKRUPTCY.

  • Type A: Mergers and Consolidations

    Section 368 of the IRS Revenue Code identifies seven types of corporate reorganizations. The first recognized reorganization type is a statutory mergers and consolidations (stock for assets). Mergers and consolidations are both based on the acquisition of a corporation’s assets by another company.

  • Type B: Acquisition — Target Corporation Subsidiary

    A Type B reorganization is the acquisition of one company’s stock by another corporation, with the acquired company becoming a subsidiary of the acquiring corporation. The acquisition plan must be carried out in a short time period, such as 12 months, and the acquisition has to be only one in a series of moves comprising a larger plan to acquire control. The transaction also must be made solely for the purpose of acquiring voting stock for at least 80% of the target’s stock (voting stock for stock).

  • Type C: Acquisition — Target Corporation Liquidation

    Unless the IRS waives the requirement, a targeted corporation must liquidate as a condition of a Type C acquisition plan, and target-corporation shareholders become shareholders in the acquiring company. Type C allows for the acquiring corporation to use some other assets as well as voting stock to acquire the target corporation’s assets (voting stock for assets).

  • Type D: Transfer

    Type D transfers are classified as either acquisitive reorganizations or divisive restructurings, which include spinoffs, split-offs, and split-ups (assets for stock control).
  • Type E: Recapitalization

    A recapitalization transaction involves the exchange of stocks and securities for new stocks, securities or both by a corporation’s shareholders. Possible scenarios include a stock-for-stock recapitalization plan, a bonds-for-bonds move and a stocks-for-bonds transaction.

  • Type F: Identity Change

    A Type F reorganization plan is defined in the Internal Revenue Code as “a mere change in identity, form (change from a C corporation to an S corporation or vise versa), or place of organization.

 

Type G: Transfer

Type G reorganizations occurs in association with a Federal or state bankruptcy by permitting the transfer of all or some of a failing company’s assets to a new corporation.

 

Reorganization FAQ

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Mergers

&

Aqcuisitions

Mergers occur when two companies that are often about the same size (mergers of equals), combine their resources to form a mew company. An example of a merger is Daimler Chrysler. Originally there were two companies Daimler-Benz and Chrysler, the two companies merged to form a new company.

Mergers of equals do not often happen in the practical world. It is not very often that two CEO’s will give up their authority to realize the benefits of a merger. If a merger does occur, the stock of both companies is surrendered and new stock is issued under a new company name.

Types of Mergers

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    Horizontal Merger

    Two companies that share the same products and the same market.

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    Vertical Merger

    Supplier and a purchaser merge to form one company. Ex. A wholesaler and a distributor.

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    Market-extension Merger

    Two companies that share the same products but in different markets.

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    Product-extension Merger

    Two companies selling different products that are related to each other in the same market.

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    Conglomeration

    Two companies that have different business areas.

Acquisitions are more common from a practical stand point. This is known as a takeover and usually has a bad connotation. Unlike mergers, acquisitions involve one company purchasing another company and there is not exchange of stock or consolidation as a new company.

In an acquisitions, as in some merger deals, a company can purchase another company with cash, stock, or a combination of both. In smaller acquisitions, one company will purchase all of the assets of another company and leave all of the debt. That company will eventually liquidate or enter into another business.

Reasons for Acquisitions

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    Improve Company Performance

    Two companies combined have a greater market impact and is more likely to grab a greater market share.

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    Remove Excess Capacity

    Companies merge with or acquire other companies in the industry to get rid of excess capacity in the industry.

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    Accelerate Growth

    If a competitor company is acquired, its share of sales is also acquired and as a result the acquirer gets higher sales, revenues, and higher profits.

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    Acquire new technology and skills

    Some companies control some technologies exclusively, either thru patents or copyrights and it too expensive to develop the technology from the beginning.

Other Services

Startup Plan

Flat Fee Services

Funding

Franchising

Business Licensing

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