The Law Offices of Christopher D. Sposato
Call us for a free consultation at 203-905-0268
Commercial and Business Law Practice

Business Formation, Structuring, and Governance

The formation of a new business or restructuring can be complex.  In choosing an ideal entity and structure, it is important to understand and determine how you will control the entity and provide appropriate governance for it. 

You will also have to consider financing to provide initial investment and working capital, and strategies to minimize your tax and personal liability.  Chris’ extensive and in-depth knowledge and experience will guide and advise you as to your best options.

Purchases, Sales, and Mergers of Businesses

If you are an entrepreneur who is interested in purchasing, selling or merging a business you will need Chris to assist you in the process as there are many diverse issue and it involves a lot of moving parts including:

Negotiating price; purchase and sales agreements, contractual formalities, real estate transfers and negotiation of leases; release of financing, UCC  and security liens, release of  liabilities and appropriate hold harmless agreements and indemnification arrangements; sale of the business’s good will, intellectual property, inventory, equipment and supplies; transfer of employees.

Contract, Negotiation and Dispute Management

A contract is the building block of your business and your business relationships.  Chris’s experience and skill in negotiating clear and concise contracts will benefit your business in the long run.  Chris has demonstrated forward thinking comprehensive contract drafting, ensuring that you are well positioned, and your interests are protected.

Our Clientele and Business Services

We work with all sized businesses, including, sole proprietors, Limited Liability Companies (LLCs)  for single or multiple members, partnerships, corporations, and start-up ventures.

Asset, Wealth Management and Estate Planning

Wealth and Asset Protection for Private Clients

Trusts and Estates

We employ a two prong approach that combines income and estate tax minimization planning strategies with asset protection approaches to shield your personal wealth from your business and property liability exposures due to unwarranted and often frivolous legal claims and associated lawsuits.  While you choose to put appropriate capital at risk to run and manage your business, your personal wealth beyond that should not be exposed to claimants and creditors in the normal course of your business.

We have expertise in designing and implementing estate management techniques that will proactively work to ensure your planning visions are realized to transfer assets and wealth to your intended heirs and recipients while minimizing or eliminating negative taxation on those assets.  This includes utilizing strategies during your lifetime and strategies to be put in place at death, whether it be trust structures, bespoke wills and gifting, and other specialized mechanisms and structures.

We offer a full range of services including:

  • Preparing and drafting all company organizational documents, such as Article of Incorporation, by-laws, Operating Agreements, and Partnership and Shareholders Agreements; 
  • Drafting and reviewing loan agreements, secure financing arrangements, and Private Placement Memorandums
  • Providing guidance as to employment and independent contractor relationships and drafting Employment Agreements and Independent Contractor Agreements;
  • Reviewing leases and sub-leases for office and commercial space and drafting sub-leases for your excess and unused space;
  • Preparing contracts and vendor sales and services agreements, contractor’s and tradesman’s estimate and contract forms for use with customers
  • Preparing documents for the purchase and sale of businesses, including such documents as Stock Purchase Agreements, Asset Purchase Agreements, Buy and Sell Agreements, and Options to Buy or Sell; this includes the purchase and sale of all types of businesses, including retail establishments, professional services businesses for doctors, dentists, lawyers, physical therapists, etc.;
  • Protecting your business name and logo and intellectual property by filing for Service Marks, Copyrights, and Trade Secrets;
  • Assisting start-up ventures by drafting detailed Business Plans and related documents, and working with your investors, bankers, founders, and initial employees to prepare Investment Agreements, Employment Agreements, Founders Stock Awards and Options Agreements, and Related Incentive Stock and Bonus Plans;
  • And whatever other agreement or contract or business arrangement you and your business need. 

The Law Offices of Christopher D. Sposato offers special arrangements for clients needing legal advice and business counsel on a continuing and regular basis through our “‘outsource’ In-House Counsel Program” that provide a defined package of legal advice and services under a pre-priced and budgeted arrangement.  In some cases, this is an excellent value oriented for both ongoing companies and start-up ventures with day to day legal needs