Business Services

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Cohen Schneider LLP's Business & Corporate Practice provides legal services to businesses of all sizes on a traditional a la carte basis, as well as through the Firm's General Counsel Program designed to serve start-up, small and medium-sized businesses that may not have the capacity of need for in-house counsel, or are looking to supplement their existing in-house staff more flexible outside solutions. Attorneys at Cohen Schneider LLP regularly advise clients on matters including company formation, governance and financing, contract negotiation, mergers and acquisitions, real estate transactions, intellectual property, employment, employment-based immigration, dispute resolution and regulatory compliance.

We are true business lawyers in the sense that our clients value the Firm's ability to provide practical, business-oriented approaches to solving both routine and complex legal issues. Having worked as both in-house counsel and divisional management for a large national company (with offices in the U.K.), our lawyers have first hand experience running a business and understand what law departments, C-level officers, senior managers and employees down the line face on a day to day basis, and we bring this unique understanding to our service of every client's needs. We look forward to establishing long-standing relationships with our clients to enable a hand-in-hand working relationship to provide organizations with the legal means to achieve their business objectives.

Entity Formation, Governance, Financing & Mergers and Acquisitions

Cohen Schneider LLP provides an array of legal services to emerging and start-up businesses, as well as management of a company's structure and critical documents going forward. Our attorneys regularly counsel such early stage and growth companies by providing valuable services that enable them to achieve their objectives such as forming an entity, structuring a partnership/shareholder/operating agreement, securing financing, negotiating a lease or purchase agreement for space, hiring employees, protecting intellectual property and drafting contracts. Once a company is a going concern, we provide companies with ongoing assistance to ensure that the company complies with its corporate requirements, and amend operative documents and create new entities as the company grows and its needs change. Services include:

  • Selection, structuring and formation of various business entities such as Limited Liability Companies (LLCs), Corporations (S corps and C corps), Professional Service Firms, Trusts, Partnerships (general, limited and limited liability), not for profit corporations or other entities;
  • Preparation of operating, shareholder and partnership agreements;
  • Issuance of stock and structure of membership interests;
  • Joint Ventures and Strategic Alliances;
  • Mergers and Acquisitions;
  • Asset Purchase and Stock Purchase Agreements;
  • Counsel on corporate governance matters;
  • Debt, equity and other financing transactions;
  • Business and contract counseling;
  • Succession planning;
  • Disputes between owners;
  • Employment agreements; and
  • Risk Management

General Counsel Services

Businesses large, small and in between encounter a wide variety of legal issues on a daily basis that require the attention of an experienced practitioner with both knowledge of the law and the business concerns facing executives and managers. Some businesses- generally the larger, more established ones- maintain a staff of in-house lawyers to provide many of the general legal services their company requires. However, for many small companies and new ventures (as well as established medium and larger organizations looking to keep costs down), having an in-house lawyer is either not financially feasible or not necessary given the limited number of projects needing a lawyer's attention on a daily basis.

The solution: a strategic relationship with an outside law firm that can provide- at reasonable rates- the legal counsel a company requires without having to increase employee head count. At Cohen Schneider LLP, our attorneys have worked as in-house lawyers and outside counsel to businesses of varying sizes and understand the particular needs of management when seeking legal counsel to help run their business. We bring both our experience in solving complex legal issues along with a keen sensitivity to the underlying business issues that will inform our client's posture in each project they undertake. Our services include:

  • Contract review and negotiation
  • Employment matters
  • Intellectual property identification and protection
  • Business disputes
  • Internal real estate matters (e.g. office/store leases)
  • Real estate counsel on business deals (e.g. purchase and sale of property for business transactions)
  • Regulatory compliance
  • Purchase and Sale of businesses or business interests

As every company's needs vary, Cohen Schneider LLP works with management to structure a relationship that best suits the company's situation. Examples of such arrangements include a monthly "on call" retainer to cover all general legal questions and limited (writing a letter, reviewing a document, etc) projects-with additional charges for more specific, detailed projects including negotiating/drafting agreements, litigation, etc; a per-project fee for a particular assignment with the fee agreed upon in advance (and not increased unless client desires additional outside-of-project-scope work to be undertaken); and the traditional hourly rate structure where the company pays Cohen Schneider LLP per hour for work requested by the client.

Intellectual Property

A company's intellectual property represents that organization's investment of time and money into developing a product or asset integral to its success. In today's ever-changing on-line world, it is more important than even that a company timely identifies and protects its intellectual property to maximize its ability to generate revenue in the marketplace. Attorneys at Cohen Schneider LLP will help guide you through the process of identifying and protecting your intellectual property, and provided zealous enforcement if others infringe upon your rights.

Our services include:

  • Trademark registration
  • Copyright registration
  • Counsel on content creation for written, electronic and audio/video works
  • Creation and negotiation of license and permission agreements
  • Website content review and protection
  • Website privacy and terms of use notices
  • Work-for-hire agreements with independent contractors
  • Review of employment agreements, offer letters and employee manuals for IP notices

Employment Based Immigration

On occasion, attorneys at Cohen Schneider LLP have been called upon to provide counsel to our business clients with respect to hiring foreign nationals to come work in their offices in the United States. We work with our business clients to identify if a particular individual is eligible for a work visa and if so, how the company may sponsor such individual and what appropriate visa petition should be drawn up and submitted to the US Citizenship and Immigration Service for review and approval. Since the process for petitioning on behalf of a foreign national may take some time, a business looking to hire a foreign national should plan well in advance and seek the advice of counsel early in the process.

Dispute Resolution

In the life of a company, it is likely that some sort of dispute with a company's customers or suppliers may occur and it is important that both sides of the dispute obtain skilled counsel at the earliest possible time. Attorneys at Cohen Schneider LLP believe that early intervention- and when necessary alternative dispute resolution procedures such as mediation and arbitration- provide many clients with a process to deal with business disputes in an amicable and cost effective manner. In the event such a result cannot be achieved using these methods, we are prepared to provide the appropriate representation in court, always with an eye towards achieving the best, most effective business result for the client without resorting to unnecessary litigation tactics that adversaries employ to delay and frustrate an already difficult situation.

Our attorneys provide the following services:

  • "lawyer's letters" to address disputes
  • Negotiation with opposing sides
  • Settlement agreements and releases
  • Representation in mediation and arbitration proceedings
  • Litigation services

Compliance

Compliance- with both internal procedures and legal requirements- should be an ongoing focus of every business. Proper, proactive preparation provides an organization with the tools needed to be in compliance, as well as procedures for dealing with issues as they arise. Attorneys at Cohen Schneider LLP are experienced in creating compliance programs and training organizations on implementation, as well as conducting internal investigations and representing companies before regulatory agencies when the need arises. Our services include:

  • Creation of compliance policies, procedures and manuals
  • Training of employees on compliance matters
  • Providing counsel on internal enforcement of compliance matters
  • Conducting internal investigations
  • Representation before regulatory agencies