Business Planning and Transactions

Our Business Planning and Transactions Professionals:

Every man, as long as he does not violate the laws of justice, is left perfectly free to pursue his own interest his own way, and to bring both his industry and capital into competition with those of any other man or order of men.

- Adam Smith, The Wealth of Nations, 1776

Gomel, Davis & Watson, LLP has been helping business owners pursue their interests in our nation’s vibrant free market for over 30 years. Our attorneys’ studies and experience in accounting and industry equip them with a unique understanding of your business. We are as comfortable reviewing a balance sheet or business valuation as we are negotiating a stock purchase agreement or restructuring a corporation.


Business Entity Formation

For those who are beginning a new business venture, it is critical to choose the proper legal structure. While websites and non-legal firms may allow you to legally create a new entity at a minimum price, how do you know it is the right entity for your business? Should it be a corporation or an LLC? What are the tax consequences of electing S corporation status?

To determine the best answer to these and many other questions, there is no substitute for seasoned legal counsel. Every situation is unique, and numerous complex factors, such as taxation, liability protection, and control by multiple owners, must be carefully considered. Our firm assists owners in determining the optimum structure for their business entity, whether it is a corporation, partnership, limited partnership or limited liability company. Once the right type of entity is identified, our attorneys draft the relevant legal documents with the most beneficial provisions and advise you on employment and tax issues.

We want to see you succeed!

General Business Services

For existing businesses, Gomel, Davis & Watson, LLP provides a full range of services. For a corporation, these may include assistance with implementing a buy-sell agreement, the redemption of a shareholder, or a reorganization. For a limited liability company, the careful preparation of an operating agreement that tackles such difficult issues as managerial control and transfer of ownership interests will help avoid costly disputes and litigation among the owners. Any business with a key employee may need to protect its relationship with that employee by using an employment agreement or noncompetition agreement. In many cases, these tasks are accomplished while also considering business succession issues, as well as the individual owner’s personal estate planning needs.

Because the firm’s attorneys have extensive tax backgrounds, we recognize that minimizing tax costs is a critical component of business planning. Examining tax implications of business restructurings, investments, divestitures or compensation issues can make significant differences in the ultimate financial success or failure of a business entity. Also, we are well suited to work closely with your business’s internal financial personnel and external financial advisors to develop and implement business planning and protection strategies.

Business Sales / Mergers and Acquisitions

Since its inception, our firm has represented purchasers and sellers of businesses from a wide variety of industries, with particular experience in medical practices, the forest products industry and funeral homes. We assist in all aspects of the process, from negotiating the deal and preparing a letter of intent to preparing or reviewing the detailed agreements and handling the closing and post-closing matters.

We are particularly adept at structuring sales transactions to minimize the selling client’s taxes and integrating it with the client’s estate plan. Our attorneys’ unique combination of extensive experience in both law and accounting are invaluable assets when it comes to structuring a transaction.

Business Divisions and Liquidations

From time to time, an enterprise may need to divide into separate parts to accomplish its financial goals, to protect itself from potential liability, to achieve tax savings, or to resolve a conflict among its owners. For a corporation, this is often accomplished by implementing a spin-off, a split-off, or a split-up, which can be completed in a tax-free manner in many situations. These are usually complicated transactions, but the attorneys at Gomel, Davis & Watson, LLP are experienced in identifying and addressing the relevant tax issues and techniques for minimizing taxes.

When it becomes necessary to terminate an entity, both legal and tax issues must be considered. Our attorneys can assist you in planning an orderly liquidation with minimal tax consequences.

Commercial Real Estate

Gomel, Davis & Watson, LLP provides legal services for all types of commercial real estate transactions with an emphasis on tax planning. The firm acts as counsel to local and out-of-state clients and lenders for acquisitions, sales, financing, leasing, and like-kind exchanges. The firm advises clients on tax-deferred exchanges of like-kind property under I.R.C. Section 1031, and routinely serves as a “qualified intermediary” for such transactions.

Captive Insurance Companies

The firm has recently been involved in structuring and implementing captive insurance companies for its closely-held business clients. In the right situation, these company can provide significant income tax savings, asset protection benefits, and estate planning opportunities.

Please see our articles for helpful information.