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Services Available
SRZ attorneys regularly handle the sale of ongoing businesses close to home as well as across oceans. We advise on insider trading issues, private placements seeking capital, tender offers, proxy preparation and proxy fights, and on registrations and periodic reporting for public companies, domestically and abroad. Experts in U.S. securities law, venture capital transactions and mergers and acquisitions, we ensure our clients access to capital markets, both debt and equity. For companies operating abroad, we supervise every facet of law in international commerce, from setting up sales subsidiaries to obtaining regulatory approvals and establishing relations with foreign governments. We also analyze and defend patent and trademark rights domestically for our overseas clients.
Our respected and often innovative work in structured finance, asset securitization, tax law, employment and benefits, technology, realty and estate management solidifies our reputation for expertly managing sophisticated transactions. Together, the lawyers on our business enterprise team unite for one purpose: to ensure our clients profitable management of their physical and intellectual assets. Our practice areas include:
Closely Held Businesses and Startups
Often closely held businesses -- from recent startups to multigenerational family-run companies -- crave growth and require legal guidance to attain it. As often, privately held businesses are satisfied with their scope, such as doctors' groups whose objective is not necessarily to expand, but to operate efficiently. As counsel to both types of clients, we advise on virtually all business matters and financial transactions, determined to enhance business structures and relationships.
Only the effective use of financial, physical and human capital generates profitability. Our broad business law experience and willingness to understand products, services and markets easily enable us to begin on the ground floor with a startup, always an exciting proposition, or to ride the elevator, so to speak, in assessing a mature company's operations before meeting its legal needs. Because efficient operation and growth depend on expert tax planning and compliance, we strive to deliver tax advice that focuses on existing or potential problems and their solutions. Our practical approach in helping achieve our clients' business objectives is often effective because it is anticipatory, not reactive.
Our history serving closely held businesses has prepared us well to manage the most vital issues confronting businesses today, such as bet-the-company matters requiring seasoned counsel. We take pride in our ability to assist business owners, managers and in-house counsel to handle both complex business affairs and more rudimentary matters, such as initial formation or the ongoing maintenance of corporate records. We also are happy to implement private funding: borrowing, stock issuance and venture capital development.
International Business Transactions
Knowing how and where to deploy capital is as important as structuring business operations and strategic alliances for efficient entry into foreign markets. We counsel clients eager to enter the global marketplace that to succeed, they must harness the efficiencies of technological innovation and develop marketing, distribution and sales strategies calculated to conquer the vagaries of international trade. Business decisions made without this legal insight will encounter unanticipated obstacles and prove more costly over time. Improving profitability and ensuring competitiveness, for example, are contingent upon a global tax strategy.
SRZ has always advised on international business matters and today is involved in Latin America, Europe, Africa, the Middle East, Asia and the Pacific Rim. Serving multinationals to sole proprietorships, we represent U.S.-based companies that are manufacturing, marketing, distributing and selling products or services worldwide. We also represent foreign corporations with substantial interests in the United States. Our attorneys are knowledgeable about e-commerce, website development, hardware and software licensing, electronic mail and information technology policy. One of our members is an adjunct professor in international business at McGeorge School of Law, proving an invaluable resource to clients and colleagues.
Structured Finance and Asset Securitization
SRZ has assisted companies and financial institutions in structuring, negotiating and documenting a wide variety of complicated transactions and has provided assistance in transactions supported by a broad range of financial assets, such as credit card receivables, automobile loans and leases, residential mortgages, home equity lines of credit, educational loans, equipment leases and trade receivables, including receivables for oil and gas and for telecommunications.
Our attorneys have provided counsel to issuers, program structurers, conduits and their sponsors, purchasers, liquidity providers and enhancement providers in managing transactions worth billions of dollars. Just as important, they have represented insurance companies and banks in lending transactions of all types -- revolving lines, term loans, balloon loans -- and all sizes, from transactions involving modest funds to billions of dollars. In addition, they understand and have worked with all underlying financial assets, such as credit cards, residential mortgages, automobile loans and leases and national lending programs for watercraft, recreational vehicles and manufactured housing. They also have acted as regional or local counsel in issuing opinions concerning the transactions, programs or underlying assets.
Corporate and Personal Taxation
If a business is to achieve its objective for growth or development, careful tax planning is vital. If an individual is to prepare for a comfortable future, proper legal guidance is essential. Tax attorneys are trained to recognize and understand the implications of tax law, legislative history and case analysis -- a structurally sound platform upon which to launch a tax-reduction strategy for any client, whether a multinational corporation or an individual.
Privy to our clients' operational objectives, our tax attorneys identify tax-planning opportunities calculated to enhance business performance. Every attorney in this practice area gained experience in business operations and management before or while practicing law. All draw upon their collective experience to manage the complexities of the tax laws confronting our clients.
The organizations we serve are large and small, domestic and foreign, publicly and privately held, not-for-profit entities, partnerships, joint ventures, S corporations, limited liability companies and sole proprietorships. They range from accounting firms to insurance companies, trade associations to charities and private foundations. On behalf of these commercial clients, our attorneys engage in a wide variety of transactions with tax implications, such as corporate restructuring, business finance, asset protection, acquisitions, divestitures, structured financing and dispute settlement.
Employment and Benefits
Today's law imposes heavy demands on employers and grants employees many avenues for filing legal claims, making legal guidance necessary if employers and their employees are to maintain productive relationships. Our attorneys handling labor issues apply an integrated approach to resource management, helping clients to attract, develop and retain top personnel. Multidisciplinary by design, this practice area helps businesses to quell workplace concerns before they snowball into conflict -- or worse, litigation -- to establish employment policy and to render executive compensation plans attractive and competitive. Our attorneys also negotiate and draft numerous contracts, from employment and termination agreements for executives to confidentiality and non-compete agreements for employees at all levels.
For both union and nonunion environments, we counsel on every aspect of employee relations and benefit plans. We have helped many employers to evaluate and develop policies and manuals that address a wide variety of personnel concerns -- from hiring to firing, drug testing to family leave. Counseling on employee relations includes apprising a company of its obligations under anti-discrimination laws, occupational safety and health requirements, overtime and work limitations, affirmative action compliance programs, restrictive covenants and employment-related legislation on the state and local levels. Advising on employee benefits includes informing employers about the legal requirements governing family and medical leave, accommodations for the disabled, tax-qualified benefit plans, post-employment continuation of health insurance and other relevant matters.
Technology Startups and E-Commerce
Businesses hoping to profit from electronic commerce and information technology, or IT, confront a maze of legal issues that foreordain the need to partner with counsel before launching new ventures or reviving existing ones. Without preemptive legal guidance, a company faces serious obstacles in achieving its goals. Its attorneys must understand technology as well as value it, possess expertise in international business matters and craft creative solutions to challenging problems. These qualities are key in helping any business develop the strategies necessary to establish a presence in cyberspace and to compete in the international marketplace.
Our attorneys have represented a wide range of clients regarding hardware and software purchasing and licensing, website development, telemedicine, electronic mail, IT policy and the manufacturing, marketing, distribution and sales of products and services worldwide. We regularly handle complex business-to-business transactions involving linking, sharing and licensing, and we are well versed in such important business-to-consumer issues as electronic interface development. We are equally experienced at structuring and negotiating e-commerce transactions and in resolving disputes when they occur.
Real Estate
Evaluating federal, state and local laws, suggesting alternative business structures, coordinating property management activities and counseling on income tax liability and compliance are particularly important aspects of our realty services. Our clients are as diverse as the properties our attorneys have helped them to buy and sell, finance and develop, lease and manage. Clients especially concerned about land-use planning, environmental issues and construction law seek our counsel. Clients affected by long-term ground leases rely on our expertise in this little understood area.
Our attorneys welcome the challenge of helping individuals and small to midsize businesses create or increase their real estate portfolios. Many clients with sizable assets today ventured property ownership as entrepreneurs, purchasing small properties with investment potential initially, looking to our attorneys for guidance in establishing and growing their real estate holdings.
Estate Management
People desiring financial security for themselves and their families -- whether of modest or extravagant means -- share this bond: the knowledge that successful estate and trust management demands experienced attorneys who correctly interpret the law and stand ready to act in each client's interests. This practice group has grown through our representation of privately held businesses whose owners requested personal service following our successful representation of their companies.
Our estate planners and administrators serve not only individuals, but generations -- seeking to save families unnecessary taxes through effective planning and to pave the way for financial security through conscientious administration. Our trust attorneys labor to manage assets effectively and to minimize the need for probate. Our trust and probate litigators stand poised to protect a client's wishes, rights and property when threatened. Protecting against avoidable taxation, our estate and transfer-tax attorneys structure gifts and transfer assets to beneficent charities; along with our estate planners and litigators, they also help clients prepare for comfort in retirement and security during disability.
Whether planning or administering an estate, establishing a trust, drafting a will, litigating before a probate judge or protecting assets through careful tax, retirement and healthcare planning, each member of our estate management team augments legal acuity with foresight and dedication -- qualities upon which SRZ has built its reputation.
Lectures:
"Recent Legal Developments in HR Management, Immigration and Benefits," by Robert A. Michalak and Daniel V. Kinsella, presented to the Society of Human Resource Professionals (SHRP), DePaul University, Chicago, Illinois, August 11, 2004.
ISBA LAW ED Series Program entitled "Planning Strategies for Receiving Distributions from Qualified Plans and IRAs and for Avoiding Potential Land Mines," coordinated and moderated by Robert A. Michalak, 2004.
"Limited Liability Companies and Limited Partnerships," by David I. Addis, presented to the National Business Institute, 1997.
"Sue Yourself -- an Audit of Your Employment Practices," by Michael F. Braun, presented at the seminar Illinois Human Resources and Employee Benefits Update, sponsored by A. E. Roberts Company, 1997.
"Employment Discrimination," by Michael F. Braun, presented to the Illinois Chamber of Commerce, 1996.
"Violence in the Workplace," by Michael F. Braun, presented at a seminar entitled Illinois Human Resources and Employee Benefits Update, sponsored by A. E. Roberts Company, 1996.
"Comparison of Stock and Asset Acquisition Transactions," by Catherine C. Gryczan, presented to the Chicago Bar Association, Young Lawyers Section on Corporate Practice, 1996.
"Distributing to Countries in the European Union: Business and Legal Considerations," by Catherine C. Gryczan, presented to Women in International Trade, 1996.
Publications:
"Public Company Shareholders Acting as Owners: Three Reforms -- Introducing the 'Oversight Shareholder,'" by Eric M. Fogel, David I. Addis and Edward C. Harris, scheduled for publication in the Delaware Journal of Corporate Law, Volume 29, summer 2004.
Illinois State Bar Association Federal Tax Section Newsletter and Employee Benefits Section Newsletter, Robert A. Michalak, editor and contributing author.
Illinois CPA Society Federal Tax Section Newsletter, Robert A. Michalak, editor and contributing author.
Supplement to Securities Law Practice Handbook, by John E. Lowe, published by the Illinois Institute for Continuing Legal Education, 1997.
"The Debate Over Myanmar's Membership in ASEAN," by Rachel T. Nguyen, The International Journal of Loyola, 1997.
"Vietnam Combines Socialism with a Free Market Economy," by Rachel T. Nguyen, The International Journal of Loyola, 1996.
Trust Construction Cases, by Robert V. Lewis, published by the Illinois Institute for Continuing Legal Education in 1974 and updated regularly.
Foreign Languages Spoken by Business Enterprise Attorneys:
Basic Mandarin Chinese, French, German, Hebrew, Polish and Vietnamese
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