Corporate and Business

Cowles and Thompson serves business and corporate clients, from start-ups and entrepreneurs to Fortune 500 companies. Chiefly, we deliver legal advice regarding legal and business structures, mergers and acquisitions, disposition of assets, employment issues, and service as (outside) General Counsel. Whatever the size of an organization, our mission is the same: to focus on the client's business objectives and effectively manage the transaction.

Our corporate attorneys have considerable experience in a wide variety of industries including technology, telecommunications, manufacturing, financial services, real estate, healthcare, and retail services. The Firm actively represents many professional practices in several  areas, including medical, dental, and legal.

Business Structure
In working with start-ups and early-stage companies, our attorneys provide guidance on the appropriate legal structure for clients, whether it be a corporation, professional association and professional corporation, joint venture, limited liability company, limited partnership, limited liability partnership, or general partnership.  We can anticipate, discuss, and design (in consultation with your tax counsel or professional) the various tax ramifications associated with each structure, offer alternative financing methods, and design intellectual property protection.  Representation in this area includes:

  • Selection of business entity and state of organization
  • Structure entity formation
  • Draft corporate charter and bylaw issues
  • Draft buy-sell, voting, and offer resolutions and offer advice on other shareholder/partnership issues
  • Ensure compliance with corporate, partnership and LLC laws
  • Advise on the conduct of board of director and shareholder meetings
  • Advise on governance issues, board structure, membership, and corporate operations
  • Prepare corporate resolutions and minutes

Service as a Company's General Counsel
Cowles and Thompson attorneys routinely serve as outside counsel on behalf of their business clients, and handle a broad spectrum of corporate and business matters including coordinating and working in conjunction with the client’s legal, accounting, business, tax, and banking professionals/experts. Through coordinated collaboration with an organization’s professionals and experts, we help deliver legal advice for optimal business operation and growth.  In addition to addressing day-to-day and strategic issues, our attorneys work with companies in the areas of:

  • Retention of experts and obtaining fairness opinions
  • Indemnification agreements and director and officer insurance coverage issues
  • Mergers, acquisition or disposition of business assets
  • Intellectual Property advice
  • Director and Officer liability

Mergers, Acquisition and Disposition of Assets
As a business grows and diversifies, Cowles and Thompson attorneys can advise on the structure of proposed acquisitions, offer advice at every stage of negotiations with interested parties, and counsel clients on how to overcome business issues – all with the goal of closing the transaction.  Later, as the client’s business changes through its life cycle, our attorneys are able to assist through both the acquisition or disposition of assets commencing with the issuance or review of the Letter of Intent, the preparation of the Agreement, the closing, and the ultimate transition.

Employment Issues
Throughout the life cycle of any business, a range of employment-related issues can spell potential exposure for owners and organizational leadership alike.  Numerous governmental regulations make employment issues a priority.  Cowles and Thompson attorneys are well-equipped to handle contract preparation and project review matters, including executive employment and compensation arrangements, master service agreements, supply contracts, and construction contracts. Other employment issues handled by the Firm include drafting and counseling on:

  • Employment and consulting agreements
  • Independent contractor agreements
  • Non-competition agreements
  • Termination of key executives
  • Labor policies
  • Incentive compensation plans, including stock options and phantom stock plans
  • Sales representative agreements
  • Attorney-client privilege and confidentiality issues
  • Internal investigations

  
General Business Transactions
Cowles and Thompson routinely negotiates and prepares all types of business and professional practice contracts, including loan documents, leases, and sales and service contracts.
 

Section Head:  Stephen C. Stapleton