Corporate & Business Entities
From forming a new business to preparing to sell that business, Protorae Law can help companies achieve success. We are experienced in providing strategic guidance and practical, business-oriented solutions throughout a company’s life cycle. We help clients through the drafting and negotiation of business agreements to achieve stable business relationships with successful results.
Protorae Law has lawyers experienced in forming corporations, limited liability companies, partnerships and business trusts in Delaware, Virginia, Maryland, the District of Columbia and many other states, and our attorneys work closely with clients to determine what type of entity would be the best match for the business purpose. We also review legacy entities and can make any changes needed including converting from one type of business entity to another, domesticating in another jurisdiction, merging entities prior to a significant transaction or to clean up the corporate structure.
Outside of the corporate form, our lawyers have a great depth of experience working with limited liability companies – including those formed in Virginia and Delaware. Limited Liability Companies provide clients with flexible entities that have a vast array of governance and liability options – along with desirable pass through taxation. LLCs and LPs formed in Delaware also permit investors to eliminate liability for passive investments and to eliminate the fiduciary duties of managers of such entities. LLCs and LPs are typically used in a variety of transactions, including structured finance, private equity investment and joint ventures, but are also common in single-member investment situations.
Protorae Law also assists clients in preparation of shareholders agreements – or buy sell agreements – whereby the shareholders, investors or members of an entity agree on certain restrictions on the transfer of the interests in such entities. Typically, transfers of stock or interests outside of the group are restricted to certain specified events.
As businesses grow and enter into financings or other transactions, third-party opinion letters are frequently needed on formation, authority or capitalization. We have significant experience in rendering legal opinions on Virginia and Delaware corporations, limited liability companies and limited partnerships, typically to national and international banks, borrowers, and purchasers.
As a core practice at Protorae Law, our lawyers can provide advice in preparation for or in contemplation of a larger transaction – financings, mergers or acquisitions. Directors or managers of an LLC have fiduciary duties to consider in voting for a planned transaction and we have significant experience in advising of those complex duties and ways to mitigate any liability.
In addition to providing advice, we have participated in many mergers and acquisitions and asset sale transactions, and can assist in business needs for all stages of the transaction. In the initial stages, we provide advice on the structure, review NDAs and other confidentiality agreements with potential bidders and prepare and revise engagement letters with financial and other advisors. As the deal progresses, we conduct diligence for both sell-side entities (prior to marketing to “clean-up” any corporate issues before they can become deal problems) and buy-side entities and we know what to look for to reduce post-closing issues. Once the initial stages of a transaction have been completed, we draft, review and revise the transaction documents – Stock Purchase Agreement, Asset Purchase Agreement, Merger Agreement, Employment Agreements, Notes, Security Agreements, Non-Competition Agreements and Escrow Agreements – to implement the deal terms and protect our clients from liability. Typically for many companies, this is the most significant transaction in their life span and these agreements need to reflect that importance.
At Protorae Law, we have experienced lawyers who can identity precise legal issues in transactions and understand the intricacies of corporate and LLC law. The experience we have allows us to provide thorough analysis of complex legal issues without costly initial research. Our depth of knowledge, proven track record in the business community and efficient cost structure can help businesses of any size.