Corporate Law

Our Corporate Practice Group provides comprehensive advice to businesses and their owners in all aspects of commercial transactions, as well as provides counsel on securities related matters and to non-profit organizations. Our bench is both nimble and deep, including experienced attorneys from a wide range of work experiences including big city law firms, in-house corporate law departments, small venture capital firms, financial institutions, and as business owners. We know how to advise and staff a small entrepreneur getting started, as well as structure and close sophisticated multi-million dollar transactions. Our legal and business experience allows us to analyze complex issues quickly and thoroughly, and provide creative solutions.

In recent years, members of our team have participated in rewriting Vermont's Business Corporation Act, the Vermont Limited Liability Company Act and the Vermont Securities Act. Many Corporate Practice Group attorneys have been recognized as leaders in the corporate, tax, captive insurance, or financial services fields by Best Lawyers in America©. View Best Lawyers® designations.

Services Provided

Click on each of the buttons below to learn more about that service area.

1. General Business Counseling
2. Corporate Governance
3. Business Entity Formations & Dissolutions
4. Mergers & Acquisitions
5. Business Succession Planning
6. Securities Offerings
7. International Business
8. Financial Services
9. Bankruptcy
10. Taxation
11. Captive Insurance

1. General Business Counseling

   We often serve as general counsel for small and medium-sized businesses by negotiating and preparing lease agreements, vendor agreements, customer agreements, independent contractor or employee agreements, and other agreements that structure corporate and commercial transactions.

2. Corporate Governance

   Our attorneys work with businesses to create documents and agreements that allow them to operate smoothly and establish clear guidelines for resolving disputes among owners. Such documents include operating agreements, bylaws, shareholder agreements, partnership agreements, consulting agreements, and buy-sell Agreements.

3. Business Entity Formations & Dissolutions

   We provide counsel regarding the choice of entity, whether a partnership, S-corporation, C-corporation, limited liability company (LLC), or other business organization. In addition, we guide you through the process of dissolving a business organization in the event of bankruptcy, retirement, liquidation, or change of career.

4. Mergers & Acquisitions

   For over thirty years our team has been advising public and private companies across a wide-range of industries.

   The decision to buy or sell a business is complex and comes with significant risk without the guidance of quality counsel. Our team carefully considers our client’s business strategy and goals throughout the entire transaction.

5. Business Succession Planning

   Just as individuals need estate planning documents, so does your small business.  Even if a substantial portion of an individual or a family's wealth may be held in a small business, many small business owners fail to plan for the future and take steps to preserve the assets of the small business if the founder dies or becomes disabled.  Too many small businesses simply "hope for the best" rather than "hope for the best and prepare for the worst." Complicated family dynamics and the emotional connection that leaders and family members feel toward their companies can make it difficult to formulate a succession plan.  Succession, however, is arguably the most critical issue a small business or a family business will face. 

   The best succession plans are prepared when family and other stakeholders can discuss the plan without the emotional stress of an unanticipated death, disability, or personal issues. Besides starting early, several things need to be addressed while formulating a business succession plan.  

   • Successors:  Successors could be an employee, family member, competitor, or a third party that might want a jumpstart to a successful business.
   • Value of your Business: There are several ways to measure the valuation of a business based on its assets, its projected income, or on the market value of similar businesses and an experienced accountant can help you put the right value on your business.
   • Market Research: Can your business easily be sold to a third party? Or is the value wrapped up in and dependent on a single owner? Do some research to determine if there is a market for your business after you're gone.
   • Balance: It can be hard to let go of something you created, find the balance between retiring from the business, and the need for control.
   • Key Personnel & Confidential Information: Develop documentation to ensure retention of key personnel and protect confidential information or proprietary business data
   • Training: A successful transition depends on adequate knowledge being shared about operations. Take the time to train the next generation thoughtfully.
   • Estate Plan: If it is a family business that is going to be passed on to a single child, making sure that there is an estate plan in place that adequately protects the surviving spouse and fairly allocates estate assets to other heirs.

6. Securities Offerings

   Our team advises business throughout the region on a wide-range of securities-related matters including but not limited to: 

   • Debt, equity, and hybrid securities in public and private offerings under federal securities laws and state blue sky laws
   • Ongoing disclosure and reporting obligations for public companies and compliance with the requirements of securities industry self-regulatory organizations
   • Registration, licensing, compliance and enforcement matters on behalf of broker-dealers, investment advisors and other securities industry professionals

7. International Business

   Located a short distance from the Canadian border, our firm relies upon its integrated practice areas, including Corporate, Taxation, Financial Services/Banking, Litigation, and Intellectual Property and Technology to provide comprehensive counsel on both inbound and outbound transactions and litigation matters. The firm also uses contacts with foreign lawyers, such as those with SCG Legal, a global network of leading law firms, to provide the necessary expertise in matters involving foreign law.

   These synergistic relationships enable the firm to provide its clients quick and efficient solutions to matters involving complex international issues.

   • Counsel to Canadian and European companies with New England subsidiaries and affiliates
   • Guidance to U.S. based clients developing business ventures in other countries
   • Structuring and financing representation to secure funding of international ventures
   • Advice on customs and tax issues associated with the cross border transfer of goods and services

8. Financial Services

   We represent lenders and borrowers in commercial, retail finance, and general financial matters ranging from small business loans to international multi-million dollar transactions.Our attorneys bring diverse backgrounds to their work for financial services clients, providing a depth of experience that is instrumental to efficiently resolve legal matters. Our attorneys have been employed as in house counsel to banks and financial companies, worked in large regional law firms and small boutique law firms focused on financial services, and represented trade associations advocating the interests of financial services members.

   Our attorneys have extensive experience in: 

   Commercial Lending

   • Negotiation of contract terms
   • Drafting documents for asset based line of credit, construction loan, real estate secured and other commercial transactions
   • Representation of lenders at commercial loan closings
   • Review of loan documentation and procedures
   • Representation of lenders on interest rate swap transactions and other derivatives

   Restructuring & Collections

   • Workouts
   • Foreclosures
   • Collection litigation
   • Bankruptcy proceedings

   Retail Products and Services

   • Regulatory disclosures and notices
   • Agreements
   • Deposit and loan documentation
   • Promotional materials
   • Advice on new products

   Business Borrowers

   • Bank loans
   • Government funded or guaranteed loans
   • Venture capital financings
   • Bond or debenture issuances
   • Other forms of institutional financing
   • Foreign investment/loans through the federal EB-5 program
   • Equity and convertible securities structuring and issuance

   Public Finance

   • Representing issuers, trustees, underwriters and bond holders
   • Tax opinions

9. Bankruptcy

   We have a long history of representing parties in bankruptcy proceedings in Vermont, New Hampshire and upstate New York.  This experience extends to Chapter 7, 11, 12 and 13 cases. Structuring complicated workouts and restructuring in Chapter 11 and 12 cases. 

   • Representation of creditors and creditor’s committees in complex bankruptcy proceedings
   • Representation of lenders in Chapter 7 and 13 consumer cases, including lenders with delinquent mortgages, or grounds for objecting to discharge or dischargeability
   • Assisting the buyers of financially distressed businesses and assets from bankruptcy estates
   • Assisting lenders in negotiating and structuring financial workouts

10. Taxation

    Our attorneys assist clients through state and federal tax and ERISA issues associated with a broad spectrum of business types and employee benefit plans.

    Sweeping new changes created by The Tax Cuts and Jobs Act of 2017 provide a host of benefits and some challenges to business owners. The changes include a significant reduction in the corporate tax rate (to a flat rate of 21%), elimination of the corporate alternative minimum tax, creation of significant new deductions for many pass-through entities, as well as the elimination of certain business tax deductions. If you have questions about how the new law affects your company, we’re ready to provide expert counsel.

11. Captive Insurance

    We have formed and represented captive insurance companies since 1982.  The firm currently has over 200 risk retention group and captive insurance company clients operating in Vermont, the District of Columbia and other captive domiciles. Our attorneys provide a full range of legal services related to formations, restructuring, reinsurance, coverage, insurance defense, regulatory issues, mergers and dissolutions.

    • Evaluation, planning and organization
    • Regulatory and corporate matters
    • Strategy, restructuring, mergers, loss portfolio transfers and other major transactions
    • Directorial and corporate support
    • Fronting arrangements
    • Risk retention group and risk purchasing group registrations
    • Policy drafting and interpretation
    • Reinsurance agreement negotiation, review and coverage
    • Coverage, claims services, litigation and dispute resolution
    • Legislative and regulatory initiatives