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Practice/Industry Group Overview
Providing General Counsel on Diverse Issues
Saul Ewing's Private Companies Practice Group helps clients whether it be at the early stage of determining the best type of entity to use in setting up a business or working with ownership on a succession plan for the business. In between, the Practice Group meets regularly with clients to review the results of operation, assist in the annual planning for the business, and solves problems that would otherwise hinder the success of the business.
Array of Services: Suiting Every Situation
Today's businesses face a wide range of challenges. The team of approximately 20 attorneys that comprise Saul Ewing's Private Companies Practice Group provides services that meet our clients’ every legal need, including:
- Setting up new business entities
- Agreements defining relationships among owners, including adding or buying out an owner
- Basic business documents such as distributorship agreements, employment agreements, confidentiality agreements or business forms with terms and conditions
- Intellectual property agreements including licensing agreements
- Mergers and acquisitions
- Joint ventures
- Domestic and international purchase agreements
- Personal wealth, trust, and estate planning, including retirement planning, business succession planning, and charitable giving
- Tax planning for the business and owners
- Maintenance of corporate formalities, including ensuring that annual meetings are held
- Labor issues and employee benefits programs, which might include consultation with Saul Ewing's Labor, Employment, and Employee Benefits Practice Group
Responsiveness: Based on Relationships
In addition to providing quick turnaround on time-sensitive matters, we employ a consultative approach that proactively seeks to pinpoint legal issues and seeks resolution before problems arise. The relationships we build with clients make this approach possible. For example, costly EEOC discrimination suits can result if a company does not have proper employment applications, employee handbooks, and job performance documentation procedures. Saul Ewing's Private Companies Practice Group attorneys will help clients review their documents and procedures to help avoid costly settlements later on. In addition, we help keep clients on track with regular reminders, such as when it’s time to renew a lease, improve a form to satisfy statutory requirements, and determine when it is best to amend by laws or operating agreements.
Proactive Approach: Filling the Role of In-House Counsel
Saul Ewing's Private Companies Practice Group attorneys work as proactive advocates for clients, providing the same kinds of services that you would receive from in-house counsel. Our attorneys have an average of 20 years experience providing general counseling to clients on an array of situations. In addition, we are active in other venues, including trade associations, lecturing, teaching, and writing on key business subjects that enrich our knowledge and make our advice more valuable.
This diverse array of knowledge and experience, combined with an in-depth knowledge of the client’s business, helps our attorneys provide advice and counseling to meet the client's particular needs. Our attorneys are creative, aggressive, and doers.
Needs Assessment: Providing an Annual Check-Up
Saul Ewing's Private Companies Practice Group has developed and refined a year-end checklist that can be used as a valuable planning tool. With more than 50 items that need to be addressed annually, including tax matters and labor matters, this checklist helps clients analyze their current legal situation and prepare for the coming year.
Representative Matters
- On behalf of its privately owned manufacturing client, the Private Companies Practice Group of Saul Ewing's Business Department created a joint venture between its client and the wholly owned subsidiary of a Canadian public company whereby a new Delaware limited liability company, owned 50/50 by both parties, was created to manufacture product for both parties.
Saul Ewing’s Business Department represents a 4th generation, privately owned, manufacturing client in the flooring business with manufacturing facilities in 4 states. On behalf of our client, Saul Ewing's business attorneys participated in the negotiations and consummation of a joint venture transaction with a wholly owned subsidiary of a Canadian public company whereby the parties: (1) created a Delaware limited liability company owned, managed, and operated 50/50 by both parties; (2) purchased manufacturing facilities (land, buildings, and inventory) free of liabilities from a flooring manufacturer for a price in excess of $12.5 million; (3) developed and had executed Supply Agreements between the joint venture and both parties whereby the parties purchase manufactured products from the joint venture. Significant issues handled included major environmental problems, on and off premises, including long term indemnifications for the joint venture; the hiring of the existing labor force and dealing with the expiring union contracts; eliminating or minimizing pension plan liabilities; and obligations to purchase and pricing issues associated with the Supply Agreements; and (4) structuring the transaction in order to avoid tax liabilities.
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