General Counsel Services
Small businesses require the services of a lawyer for many different reasons. Squillace & Associates, P.C. has the right kind of mix of experience and structure to effectively help these businesses, which often have a wide variety of legal matters to manage but do not need a full time lawyer. As your “outside” General Counsel, we can advise you in the key areas affecting your strategy and operations – whether it be business structure, employee relationships, contracts, financing, litigation and when necessary, interact with specialized outside counsel (for example, trademark and patents, tax, specific industry-based regulatory counsel). One of the key goals in this role is to help businesses gain efficiencies and effectively manage risk.
Establishing a Business
Many client families have existing business interests which need to be managed and safeguarded. Squillace & Associates’ attorneys have extensive corporate, financial and legal experience that is particularly well-suited to advise clients with respect to the critical aspects of managing, growing and protecting your family business. [It is through our comprehensive approach that we help clients evaluate, create, and protect their family business interests.]
If you plan to start a business, we can assist with that, too. As you probably know, when it comes to running your own business, there is a choice between several different types of legal entities. There is no “right” or “wrong” choice: the choice of structure for your business will depend on many considerations, including tax implications, management style, the number of owners and the relationship between them, limiting personal liability, and attractiveness to investors. Squillace & Associates, P.C. can help you understand what kind of business entity is best for you and your estate plan, and can set up either a Massachusetts or Delaware entity for you. Other options are available, too, if asset protection is a concern.
There are many structures available — sole proprietor, partnership, a corporation or a limited liability company. Each structure has its benefits and its drawbacks. Throughout the life of a business enterprise there may be reasons to convert to a different legal structure and your business may start out as an LLC, for example, and later convert to a corporation. By examining your goals and your estate plan, we are confident that we can help you decide on the right entity.
If you are the full or partial owner of a family-owned or closely-held business, then succession planning should be a critical piece of your life and estate plan. For the same reasons that it is important to develop and maintain a life and estate plan—tax efficiency, making sure your wishes will be complied with and passing on your wisdom—it is essential for you, and your fellow owners to plan your exit or succession strategy from your business well in advance. Without proper planning by all of the owners of the business there can be unintended and unpleasant consequences.
Squillace & Associates, P.C. can help you purchase or sell all or part of a business. We can also help you structure agreements (often referred to as “buy-sell” agreements) between the owners of a business to keep any part of the business from falling into the wrong hands. A buy-sell agreement allows the remaining owners or the company to buy out any single owner’s interest the event certain events take place; these events often include divorce, death, or termination from involvement in the business. For example, it is possible to protect the owners of a closely-held business “fund” buy-sell agreements with specially-tailored life insurance policies on each owner; this way, in the event of a trigger event, the proceeds can be applied to buy out that owner’s interest in the company. There are many solutions for succession planning in business ventures but it is essential to engage actively and early in creating the proper mechanisms and plans.
Businesses which operate internationally need to pay special attention to certain tax, contractual, intellectual property, regulatory, employment /agency issues which can be impacted by the laws of other countries. In addition, businesses which are fully or partially owned by people with an “international connection” may need to tailor their holing and succession planning in order to avoid any negative consequences that the existence of specific international connections can sometimes create. See International Estate & Business Planning for a more detailed discussion.
Data Privacy is an increasingly important part of every business plan. As of yet, the United States does not have centralized, formal legislation at the federal level regarding this issue, but does ensure the privacy and protection of data through the United States Privacy Act, the Safe Harbor Act and the Health Insurance Portability and Accountability Act. Businesses which, even as a small part of their operations, receive personal data from persons located outside of the U.S. may also be subject to additional rules. We are very fortunate to have Brian Olson, a Certified Information Privacy Professional, as part of our team. Brian helps business clients understand the privacy laws and regulations and develop policies for dealing with them in a way which is appropriate for the size and business sector in which the client operates.