Bill’s business-law experience includes: Advising clients regarding choice of entity. Organizing corporations, limited liability companies, partnerships, joint ventures, and private equity funds. Private offerings of equity interests. Agreements among the business’s owners. Management agreements. Compensation arrangements, including profits interests, incentive stock, and phantom stock. Acquisitions, dispositions, and reorganizations of businesses, including transfers of assets or equity interests for cash, notes, or earnout arrangements, mergers, acquisitions for stock, and spinoffs. Ancillary arrangements, including confidentiality agreements, no-shop agreements, contracts with brokers, and employment, severance, and non-competition arrangements with key executives. Tax planning in connection with such transactions. For several strategies for tax-efficient liquidation of an interest in a closely held business, real estate, or a private investment fund, see here.
Bill frequently represents clients in buying, selling, financing, leasing, and managing equipment, particularly railroad cars and intermodal transportation equipment (chassis, trailers, and containers).
Other commercial transactions with which Bill has experience include purchase and sale of goods, sales representation arrangements, consignment arrangements, distributorships, and supply arrangements. Also registration of trademarks. Bill has represented borrowers and lenders in connection with financing transactions and credit enhancements, including security interests in tangible and intangible collateral, guaranties, letters of credit, and bank-account control arrangements.
Bill has extensive experience in wealth transfer planning, including wills, trusts, private foundations, planning for retirement benefits, disclaimers, powers of appointment, powers of attorney, health care directives, planning for succession of ownership of family-owned businesses, arrangements for family ownership of investment assets (including family limited partnerships and LLCs), and planning for tax-efficient gifts (for some tax-efficient ways of making gifts, see here).