Practice Areas & Industries: Roetzel & Andress, A Legal Professional Association

Practice/Industry Group Overview

Our Closely Held & Emerging Business attorneys at Roetzel & Andress assist our clients in identifying and productively addressing issues and opportunities from tax, succession and / or business planning, capital generation, and growth perspectives. We represent closely held businesses at all stages of their operation: entity formation; structural analysis; agreements between equity holders; agreements with lenders; agreements with vendors, distributors, and customers; and ongoing management and control of the company and business. Roetzel & Andress represents a wide range of business sectors, primarily located in the geographic markets where we have offices.

At Roetzel & Andress, we assist closely held and emerging business clients in need of capital for growth and development. We introduce our clients directly to public and private sources of financing and capital or indirectly to financing and / or capital generation resources by aligning them with specialized professionals in the investment banking, venture capital or "angel investor" communities.

Some of our closely held clients have determined that adding non-owner experienced business persons to their boards can provide controlling owners with assistance in dealing effectively with holders of minority ownership interests, while offering valuable business insight to management. We have assisted such clients in structuring, and in some cases, identifying qualified candidates to join their boards.

Services Available

• Agreements among equity holders
• Buy-sell and other agreements and plans
• Commercial law issues
• Credit facilities and banking assistance
• Customer agreements
• Entity formation
• Equity holder agreements
• Exclusive distribution agreements (domestic and international)
• Exclusive supply agreements (domestic and international)
• International opportunities
• Lender agreements
• Mergers and acquisitions
• Strategic alliances and joint ventures
• Structural analysis
• Succession planning and agreements with key employees
• Supply and distribution agreements
• Vendor agreements

Representative Matters

• Prepared and negotiated domestic and international supply and distribution agreements with key vendors and customers
• Prepared an exclusive distribution agreement for a closely held manufacturer and distributor of products used in the electrical industry with the supplier of such products in order to re-establish an exclusive relationship
• Prepared an exclusive distribution agreement for an international manufacturer of industrial products with a distributor in the U.S. In return for exclusive distribution rights in the U.S., the distributor committed to a minimum amount of product to be purchased each year
• Represented the owners of a service business in the planning stages for their succession including the drafting of a buy-sell agreement to confirm the transition of ownership and control of the business
• Represented a professional services corporation that sought to create a consortium with other companies in order to provide professional services for a large government construction project through the creation of a strategic alliance
• Prepared numerous entities to engage in real estate investment activities
• Worked with a dialysis company from its beginning stages to the eventual sale of 23 clinics, establishing entities, negotiating contracts, and supplying general representation
• Established entities to engage in real estate brokerage activities
• Worked with a newsletter publishing company from its inception - establishing entities an offering general representation through the company's eventual sale
• Engaged in providing counsel for the combined estate and business planning for a family-owned car wash business
• Worked with new entities to engage in distribution automotive and marine products, including establishment of entites, distributorship agreements, and related general representation