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Toll-Free 888.870.0025 National Tax Controversy & Litigation Attorney
Business Consulting and Commercial Litigation

Business Transactions & Counsel

Dallas-Ft. Worth Business Law Attorney

Comprehensive Counsel to Grow and Protect Your Operation

Astute legal counsel allows businesses to maintain a competitive edge by planning for long-term success and anticipating obstacles that will hinder that goal. The Law Offices of Lawrence Brown provides a full array of business consulting services:

Our clients are closely held businesses, family-owned businesses and corporations in the DFW Metroplex, surrounding counties of north Texas, and statewide. We can assist with business formation and provide ongoing counsel for all the issues that arise in the course of operations, planning for growth and preparing to get out when the time is right. When legal problems arise, we also provide effective litigation and dispute resolution.

Attorney Lawrence Brown has practiced for 20 years, with extensive experience in tax litigation and tax planning. As founder of a wealth management company, he also understands firsthand the challenges of running a business. Call 888.870.0025 to arrange a one-on-consultation.

Venture Financing

Every growing business needs access to financing. Mr. Brown has a sophisticated understanding of traditional and non-traditional financing sources, including:

  • Internal Financing. Often neglected are the subtleties of financing obtained from the owners of the business themselves. We understand how to structure such financing as equity, loans, or hybrid interests, and how the contributions of the owners should be reflected in their internal arrangements.
  • Venture Capital Financing. We have substantial experience representing the interests of emerging companies and their owners in obtaining venture capital investment. We understand that such arrangements cannot be approached on a "cookie cutter" basis, but rather have very real and long-term consequences, good and bad.
  • Sweat Equity Financing. For most emerging companies, the labor of the owner(s) constitutes the first and most valuable financing source. We understand not only the value of this financing, but how it should be rewarded.
  • Acquisition Financing. By using the right acquisition techniques, a small company can effectively obtain financing without impacting cash flow. In particular, tax-favored structures using partnerships, limited liability companies, and corporations and aid the emerging company in capital formation.
  • Employee Financing. Creating stock option plans for key employees can be viewed in two ways. From one perspective, such plans provide an upside benefit for employees and tremendous performance incentive. From another, they provide financing for the growing company, substituting equity for cash flow.
  • Strategic Partner Financing. Strategic business partners can help to finance one another through smartly-crafted business arrangements.

Business Contracts

The Law Offices of Lawrence Brown has established a database of thousands of contracts in a number of industries, particularly energy and technology, covering an enormous range of business relationships. Mr. Brown does not subscribe to the "one size fits all" mentality that results in lengthy contracts that are far more complex than the situation demands. He believes in contracts that are appropriate for the situation and, most important, contracts that protect and advance the interests of our clients:

  • Partnership, shareholder, and operating agreements
  • Complex merger and acquisition agreements
  • Technology licensing agreements
  • Brokerage contracts
  • Employment contracts and employee benefit plans
  • Management agreements
  • Distributorship agreements
  • Non-disclosure agreements
  • Corporate capitalization and control agreements

Business Transactions:
Mergers and Acquisitions • Buying or Selling a Business

We represent the buyer, the seller, a lender, a security holder, an employee group, or another interested parties. Lawrence Brown applies his substantial experience and knowledge in a variety of merger and acquisition transactions, including cash purchases, earn-outs, spin-offs and split-ups, and a range of tax-favored reorganizations. He consults not only with respect to the technical legal aspects of a merger and acquisition transaction or buy-sell agreement, but also with respect to business valuation and other business issues. His extensive expertise in federal and state taxation can be especially important in this highly complex area, where a seemingly nominal change in the structure of a transaction can have surprising and far-reaching tax consequences.

Your business may seek to grow through the acquisition of other companies with complimentary product lines, management capabilities, geographic coverage, or distribution channels. If so, we can help to ensure that you get what you bargained for, and structure the acquisition to provide the maximum benefits for the parties, whether as an installment sale, tax-free reorganization, or otherwise. On the other hand, there may come a time when a larger company can offer better growth opportunities for your business, or when you are seeking a change for reasons of personal lifestyle. In these instances we will help to maximize the return for the business you have spent so much time building. Our firm has extensive experience in handling both purchase and sale transactions and; through Mr. Brown's solid understanding of the business environment, he can have a substantial and positive impact on the negotiation of price and business terms as well as providing the legal protection of proper contract documentation.

Acquiring Commercial Real Estate

We assist the closely-held business with all aspects of real estate acquisition, occupancy, and ownership, including:

  • Commercial leases
  • Financing
  • Zoning and land use
  • Minimization of income and real estate taxes
  • Limiting exposure to personal liabilities

Our ever-present tax sensitivity will also ensure that when real estate is sold, consideration is given to tax-minimizing techniques, such as "like kind" exchanges, installment sales, private annuities and open transactions.

Tax Minimization Strategies

The federal and state tax codes have a pervasive effect on businesses and business transactions. Mr. Brown's tax law acumen allows him to minimize taxes through careful advance planning. Though careful not to let the tail of tax consequences wag the dog of business motivation, he is frequently able to legitimately re-arrange impending transactions to significantly lower the tax cost.

Corporate Compliance

State law requires every business entity to file an annual report and to maintain a "registered office" and "registered agent" where the entity can be officially served with court papers. Mr. Brown typically handles both tasks for clients. He views these corporate compliance matters as a small but important aspect of integrated representation of the closely held business.

Intellectual Property Protection

Often an emerging company begins with an idea, an invention, or a name. A key job for the company's lawyer is to protect that intellectual asset from all competitors. In some circumstances protection can be obtained through something as simple and cost-effective as a well-placed confidentiality contract. In other circumstances protection requires a registered copyright, a trademark, or a patent. We work to ensure that intellectual property rights of clients are secure from infringement.

Attracting and Retaining Key Employees

Like other aspects of its business, the emerging company can face special challenges and opportunities in attracting and retaining qualified workers. Lawrence Brown has substantial experience in meeting these challenges and opportunities. He can create tailored compensation plans, including stock option plans and equity-flavored phantom stock plans.

Mr. Brown also advises the company and its owners concerning appropriate restrictive covenants for employees (non-compete, non-disclosure and non-solicitation agreements), and ensure that violations are enforced to the maximum extent permitted by law. He has significant litigation experience, and can help defend clients against claims of current and former employees, whether such claims are based on wrongful termination, harassment, or otherwise.

Estate Planning & Asset Protection for Owners

Our integrated approach to representing a closely-held business includes comprehensive estate planning services to business owners, with close attention to the enormous impact of taxes. Without proper planning, federal estate, gift, and generation-skipping taxes can exceed 55 percent, usurping. more than half of the taxable estate and making it difficult or impossible to pass the business to future generations intact. Mr. Brown deploys an arsenal of techniques (such as ILITS, QPRTS, GRATS, family limited partnerships) to minimize or even eliminate these taxes.

Succession Planning

Many closely-held businesses are owned by families, and these businesses face unique challenges in transferring ownership and management of the business from one generation to the next. These transitions are among the most sensitive and challenging for the legal advisor. In addition to complex tax and legal issues, such transitions can be complicated by changes in family relationships and personal dynamics which can jeopardize not only the business planning process, but the unity and harmony of the family itself. I am skilled in recognizing and dealing with the many issues involved in these important transitions.

At Law Offices of Lawrence Brown, we understand that business owners need quick, practical and effective solutions. From financing and business transactions to tax and exit strategies, we aim for cost-conscious solutions that also limit future costs associated with litigation, lost revenue or avoidable taxation.

Contact us online or call 888.870.0025 to discuss your total business needs.

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