Closely Held and Family-Owned Businesses

Established in 1822, Fletcher Tilton has a longstanding tradition of assisting family-owned businesses and closely-held corporations, serving as their corporate counsel through many stages and transitions, from inception through growth, to succession planning, and sometimes eventual sale of the company generations later. These companies have included restaurants, software developers, global IT service providers, medical and dental practices, car dealers, manufacturers, professional services firms, insurance agencies, retailers of all kinds, and more.

When to Seek the Help of an Attorney

The firm typically advices clients to bear in mind the following trigger points for when they should seek legal counsel:

• At the inception of a new business idea, product or service
• Any decision to hire employees or engage with partners
• Any contract action including leases, employment agreements, vendor or supplier contracts
• Any transfer of assets including real estate, shares of the company, equipment
• Preparation of corporate documents and tax returns

Entity Formation

We help clients determine the best entity for their business, whether it be a Sole Proprietorship, C Corporation, S Corporation, or Limited Liability Company (LLC). In this process, we review how each entity affects the company’s tax status, liability, creditor protection, and the implications for employees, shareholders, and estate planning. When the best entity has been determined, we help clients draft and file the appropriate legal documents. We also advise clients on how to set up Corporate Governance from the outset, and how to select board members.

Contracts & Permits

In contract and lease negotiations with customers or suppliers, we ensure our clients have sound contract language that protects them from liability and financial exposure. We recommend that we review any contracts that clients are being asked to sign, and we will draft proper contracts for clients to implement.

Every business enterprise requires an array of permits and licenses. We help clients determine

what is required, navigate the application process successfully, and represent clients in front of permitting authorities when necessary.

Labor & Employment

The attorneys in our Labor & Employment practice help companies determine whether it’s best to hire an individual as an employee or as an independent contractor, how to determine wage classifications, and how to set up employee policies and training to protect the company from litigation and to comply with all current labor and disability statutes. When a company is contemplating disciplining or terminating an employee or are dealing with a discrimination or sexual harassment complaint, our attorneys will advise on best practices.

Managing employees can be especially tricky when the employer and employee are family. We help clients anticipate and avoid common employee problems, and we help resolve problems in a way that is mindful of the family relationships involved. Our attorneys also counsel family businesses on how to structure compensation to family members in ways that balance short-term needs with long-term goals, and that keep relationships harmonious.

Immigration

For companies hiring foreign nationals, our Immigration Practice Group provides comprehensive immigration services, advice and counsel to business owners, human resource personnel, foreign student advisors, foreign entrepreneurs and individuals from around the world. Fletcher Tilton provides clients with a scalable service delivery model that can support both small and large-scale immigration programs.

Non-compete & Non-disclosure Agreements

We help companies determine whether the implementation of non-compete and/or nondisclosure agreements is appropriate to their business, and draft them according to the provisions of law.

Commercial Finance

When a business needs to raise money for expansion, to pay for inventory, to manage the business cycle, to relocate, etc, our Commercial Finance team can help. We represent and advise borrowers on all aspects of their financing requirements including: acquisition financing; capital and recapitalization financing; SBA and bond financing (public and private placement); real estate and construction financing, mezzanine and bridge financing; restructuring debt. We help clients explore financing options that may range from simple unsecured family loans to sophisticated stock pledges and other commercial transactions.

Real Estate Acquisition

When contemplating the acquisition of real estate either with existing structures in place or with the intent to build, we recommend clients contact us at the beginning of the search and before a Purchase and Sale Agreement is signed. Our Real Estate attorneys help clients with permitting, zoning, development, abatements, and agreement terms so that the transaction is as advantageous as possible.

Protection of Assets

At times it makes sense to protect some of a business’s assets with patents, trademarks, copyrights, and/or non-disclosure agreements. We advise clients on the best course of action and which protections are most appropriate for each class of assets.

Document Preparation & Maintenance

We prepare and file organizational documents such as Articles of Organization, General and Limited Partnership Agreements, and Limited Liability Company Operating Agreements, as well as handle required tax filings with the Internal Revenue Service and Massachusetts Department of Revenue. We also maintain clients’ minute books, prepare minutes of shareholders and directors meetings and review corporate records on an annual basis to keep clients in good standing and their corporate records up to date.

Business and Tax Planning

In addition to general business advice, our highly sophisticated tax attorneys provide individual and corporate clients with advice on all aspects of business planning, operation and tax compliance. We have extensive experience and success at negotiating with federal and state tax authorities regarding individual and corporate audits.

Avoiding Litigation

Litigation and lawsuits can be costly and disruptive, even when you believe you and your company are not at fault. Complying with the law in your employment practices and contracts is crucial to averting litigation. At the first sign of trouble, be sure to contact your attorney so that your next steps lead you away from, not toward, litigation.

Succession Planning

At some point in each successful family business, the founding generation begins to transition management and ownership of the business to the next generation.  This transition has important financial and tax consequences to each generation of owners and to the business. Our firm provides sophisticated financial and tax advice to our clients on such transition issues.  We help our clients to prepare a thoughtful plan so that the economics and related taxes of the transition are acceptable to each generation and ensure the future viability of the business.