Business

Business Planning

SCA offers advice with respect to the entire life cycle of your business. Based on our experience advising numerous businesses and their owners through formation, growth, and disposition, we are well equipped to work closely with business owners to achieve their goals for each of these phases.

Start-up and Formation

• Evaluation of and input with respect to initial business plans
• Counsel with respect to your initial business entity and capital structure
• Development and implementation of start-up and early stage financing opportunities
• Protecting intellectual properties like service marks, trademarks, and patents

Growth

• Developing and implementing financing strategies involving debt and/or equity to fuel your company’s growth
• Planning and negotiating joint ventures, licensing arrangements, and other strategic alliances
• Counsel and representation with respect to business acquisitions
• Advice on the organizational structure of your company and the risk management issues it faces
• Strategic planning for restructuring of debt and/or equity restructuring

Disposition

• Advice and counsel regarding the transition of your company to partners, family members, or key employees
• Advice and counsel regarding the sale, merger, or other disposition of your company
• Plan and document buy-sell agreements to provide for the orderly disposition of an ownership interest upon death, retirement, or other life events

We can advise you throughout the whole process beginning with the choice of whether to use a corporation, partnership, or limited liability company to operate your business, what kind of governance and internal rules your business will initially need, and what level of capital your business will require, including whether that capital should be in the form of contributions of your money, borrowed money, or both.

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Family Business Planning

The needs of closely held and family businesses are unique. SCA’s attorneys work with you on legal issues ranging from ownership transition and regulation to realization and preservation of value. Our experience assures our clients that we’ll provide the knowledge and discretion to handle even the most complex and sensitive matters.

SCA provides business consulting to guide you toward the points of highest leverage to create lasting value in your business. We also offer succession planning should you want to pass your business to a family member or key employee. Our established relationships with other advisors enable us to bring the right kind of expertise to address your most pressing concerns.

Our dedicated team of attorneys provides legal counsel for a wide range of issues, including:

• Business entity formation
• Real estate acquisition and lease of property
• Loan location and negotiation
• Transaction analysis and structuring
• Advice and representation in employment matters
• Dispute resolution, including arbitration and mediation
• Litigation services
• Executive compensation structuring
• Coordination of business planning with estate planning
• Business valuation
• Complex estate planning

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Business Sales and Acquisitions

SCA handles a variety of commercial real estate transactions, and we regularly counsel our clients in all manners of commercial real estate. Whether planning, financing, or development of routine or complex commercial ventures, our attorneys have the knowledge and experience to assist you with your legal matters.

Additionally, we emphasize tax benefits at both the state and local level, and we work with our clients to ensure the best tax structure possible for a given transaction.

SCA attorneys regularly assist our commercial real estate clients with many issues, including:

• Negotiation and preparation of property leases (including offices, shopping centers, and industrial warehouse buildings)
• Negotiation and preparation for development of residential and commercial communities
• Real estate financing (including interim, permanent, conventional, and tax-free borrowing and equity participation)
• Zoning laws
• Environmental and other land use matters and controversies
• Negotiating owner-architect, owner-contractor, and other agreements for clients in the construction industry

Our clients include private real estate developers, investors, lenders, and management companies in their capacity as landlords of office, retail, and industrial space and mixed-use projects. We also represent retailers, professional firms, and other companies seeking to lease space as tenants in these types of properties.

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Collections

Our collections practice has a proven record of success for our clients. Our attorneys and support personnel are efficient in processing clients’ uncollected receivables with the most individualized attention and care possible.

With significant experience in recovering assets across a wide range of industries, SCA attorneys use our collective knowledge to plan the best strategic approach for each and every collection matter.

At SCA, our collection department provides a wide array of services, including:

• Recovering outstanding debt and collateral for banking, finance and leasing clients
• Legal collection services for clients in the materials, equipment, and manufacturing sectors
• Recovering commercial receivables
• Rent collection, commercial and residential evictions, foreclosures, ejectment proceedings, materialmen’s liens, and bond claims for real estate clients
• Demand letters
• Payment through negotiated settlement
• Litigation
• Obtaining and enforcing judgments
• Serving bank levies and wage garnishments
• Instituting post-judgment collection proceedings and lien foreclosures

Services are provided in both state and federal court and for both in-state and out-of-state creditors.

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Business Succession Planning

SCA attorneys help business owners design and implement business structures and succession plans to transfer the ownership and management of their companies and professional practices in a straightforward, tax-efficient manner.

Business succession planning often involves the sale or gifting of business interests to family members, sometimes across multiple generations. From establishing the most appropriate entity for your business and implementing Buy-Sell Agreements to govern the transfer of ownership, to assisting with the eventual transfer of ownership through the use of Grantor Retained Annuity Trusts, sales to “intentionally defective” Grantor Trusts (including Dynasty Trusts) and other sophisticated planning techniques, our attorneys provide a full range of services to help ensure the stability and continuity of your organization.

It is not always possible or desirable to transfer ownership of your business to a family member. In those situations, we can assist with the sale of business interests to employees or third party investors in a tax-efficient manner.

SCA attorneys provide a wide range of services, including:

• Wills, trusts, and asset protection
• Real estate and property transfers
• Tax liability planning
• Employee contracts and handbooks
• Multi-generational family meetings

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Asset Protection and Planning

SCA offers advice on a wide range of asset protection techniques designed to afford the maximum legal preservation and protection of your assets and wealth given the potential creditors and litigants that you may not even know you have. These techniques include:

• Use of a business entity to limit your liability
• Use of domestic asset protection trusts and other vehicles to further shield your assets from litigants and other creditors
• Use of offshore asset protection planning

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Corporate Tax Planning

Our attorneys at SCA have the experience necessary to guide you through even the most complex tax issues. We understand that mistakes in the tax law arena can lead to adverse consequences, including penalties and vulnerabilities for you and your business. We bring you the experience needed to structure all types of transactions to maximize your tax benefits, reduce your risk, and ensure compliance.

We can direct you through all aspects of domestic tax issues and planning, including the formation and structuring of start-up companies, corporate reorganizations and mergers, and liquidations of closely held corporations. Many of our activities involve sophisticated tax strategies for individuals and closely held or family businesses.

We handle a wide variety of tax issues, including:

• Ownership and transfer of new technologies
• Mergers & Acquisitions
• Sales
• Redemptions
• Asset and stock acquisitions and dispositions
• Corporate liquidations
• Leveraged buyouts
• Recapitalizations
• Controversies with the IRS
• Audits
• Settlement negotiations
• Abatement proceedings
• Tax litigation

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Business Tax Incentives

SCA offers tax incentive planning for businesses, both large and small. Our attorneys have the knowledge and skills to structure a business to take advantage of available tax incentives.

We advise clients, including companies and their owners, on the federal, state, and local tax implications of entity formation, mergers, acquisitions, sales, and other transactions. Our tax lawyers apply sophisticated techniques to accomplish the sale and financing of businesses. We have substantial experience in planning transactions and in implementing tax-efficient corporate strategies for large and small businesses across industries.

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Tax Planning

SCA’s attorneys understand that your business and personal wealth are the rewards of your life’s work, and you want to maximize your assets by minimizing your taxes.

The best way to deal with tax consequences is effective planning from the beginning. We take a proactive, comprehensive approach to help clients manage tax consequences, reduce the risk of future complications and, as a result, increase profitability.

We assist corporations and individuals with general tax planning, and we represent all types of tax-exempt organizations in obtaining and maintaining exempt status.

We can guide you through a variety of tax planning activities including planning business structures for small businesses. We are adept at handling corporate acquisitions, dispositions, reorganizations, and formations of all kinds.

SCA attorneys can counsel you on a wide range of tax issues, including:

• Structuring business investments and operations
• Counseling individuals on wealth transfer issues
• Advising on alternative equity investments
• Structuring partnerships, limited liability companies, and s-corporations
• Structuring professional and personal service corporations
• Guiding investments by qualified plans and other tax-exempt entities
• Advising on structuring multi-state operations
• Structuring and implementing like-kind exchanges of real estate

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Tax Controversies for Businesses

We at SCA are equipped to handle complex tax issues that result in a dispute. Our experience in tax law, IRS procedure, and refund litigation gives us a unique perspective for our clients. We offer a wide range of services to our clients, including:

• IRS and state audits and appeals
• Federal and state tax litigation
• Foreign account and trust reporting penalties
• Criminal tax investigations
• Tax collection cases
• Valuation disputes, including estate, gift, and income tax, and conservation easements
• Innocent spouse claims for tax relief
• Trust fund recovery penalties
• Penalties against taxpayers and advisors

Our attorneys are experienced at handling cases for all types of taxpayers that include individuals, corporations and their officers, as well as closely held and family-owned businesses.

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