Corporate & Business Law

Carpenter, McGuire & Dewulf counsels businesses in all facets of their commercial transactions, legal organization, and regulation. Our attorneys have served as in-house counsel to financial institutions, manufacturing companies, and services companies. Our lawyers understand that effective legal counsel requires an understanding of the business needs of the client. Our attorneys are here to offer their expertise when called upon by council or to act as “general counsel” for businesses that do not employ in-house counsel. Our services include:

Business Formation and Organization

⦁ Advising public, private, or family owned businesses in the formation and structuring of their organization.

⦁ Organizing new companies such as corporations, limited liability companies, and partnerships.

⦁ Forming and advising non-profit organizations.

⦁ Forming and advising cooperatives.

⦁ Assisting with the ongoing maintenance of an organization such as filing reports, drafting minutes of annual meetings and special meetings, preparing notices, and proxies, and amending and restating organizational documents.

⦁ Advising regarding changes in the law and the impact of those changes on the organization.

⦁ Negotiating and drafting stock purchases agreements.

⦁ Negotiating and drafting asset purchases agreements.

⦁ Structuring transactions to optimize tax consequences.

⦁ Structuring transactions for family and closely held businesses to optimize estate planning objectives.

Advising and drafting of commercial contracts such as non-disclosure agreements, licenses, leases, intellectual property licenses, independent contractor agreements, distributions agreements, supply agreements, purchase contracts, and credit agreements.

⦁ Advising regarding corporate and business law and the effect of changes in the law on all stakeholders in the organization.⦁ Advising regarding corporate and business law and the effect of changes in the law on all stakeholders in the organization.⦁ Advising regarding corporate governance issues, including fiduciary duties of directors, partners, and members.

⦁ Advising regarding shareholder agreements.

⦁ Advising regarding shareholder disputes.

⦁ Assisting with stock issuance and transfer.

⦁ Assisting with redemption agreements.

⦁ Assisting with private placement offerings.

⦁ Assisting with mezzanine financing.

⦁ Assisting with venture capital.

⦁ Counseling regarding angel investors.

⦁ Assisting with secured and unsecured borrowings.

⦁ Assisting with structured finance transactions in the renewable energy, agricultural, and industrial sectors of the economy.

⦁ Assisting with public finance transactions, including tax-exempt bond issuances.

⦁ Tax planning considerations in selecting the form of entity.

⦁ Tax advice for joint ventures and partnerships.⦁ Tax planning to design incentive compensation and benefit plans.

⦁ Tax advice and entity formation to restructure business operations in anticipation of a merger or acquisition.

⦁ Tax advice regarding the tax effects of transactions and sales.

⦁ Assisting with secured transactions.

⦁ Assisting with debt restructuring.

⦁ Structuring asset protection planning.

⦁ Advising regarding renewable energy development, including wind energy agreements.

⦁ Assisting with and advising regarding wind easements and leases.