Practice Areas

Partnerships, LLCs, Corporations

Thompson Welch Soroko and Gilbert LLP’s corporate, partnership, and limited liability company practice assists clients with the organization and financing of new businesses and joint ventures, and the purchase and sale of businesses and business assets. We will recommend the best form of business entity for the client’s needs, such as a corporation, limited liability company, limited partnership, or general partnership, and we will prepare the governing documents for the entity chosen, including articles of incorporation, bylaws, partnership agreements, limited liability company agreements, and ancillary documents such as shareholder agreements and buy-sell agreements.

The corporate and partnership financings in which we have participated have ranged in size and complexity from the organization of small businesses capitalized with less than $100,000 to multi-million dollar public offerings of securities and merger transactions registered with the Securities and Exchange Commission. We provide counsel in the legal and financial structuring of each transaction and we prepare the documentation for the transactions.

We regularly advise and represent partnerships and corporations that are liquidating as a result of the sale of all of their assets or because the owners of the business have decided to terminate their relationship. In this regard, we have advised corporations with respect to corporate distributions through spin-off, split-off, or split-up, and through dissolution, and we have advised corporations and partnerships with respect to the structuring of divisions and dissolutions.

We represent public and private companies with respect to a wide range of issues, including public offerings of securities; private placements, proxy solicitations, SEC reporting; merger and acquisitions; leveraged buyouts; and general corporate governance.

We advise clients on employment matters including employment agreements and the development of key employee equity incentive plans such as stock option and stock bonus plans.

Our attorneys often attend board and shareholder meetings, where the breadth and depth of their experience can be most useful for the client and when the enhanced understanding of the client's business can aid the lawyer in providing appropriate legal services and advice.

PRACTICE AREA OVERVIEWS

Financing and Acquisitions

• Initial Formation and Structuring Of Business Entities
• Shareholder Agreements and Buy-Sell Agreements
• Mergers, Acquisitions, Purchases and Sales of Assets and StockFinancing
• Businesses, including Bank Loans and Stock Sales
• Employment Agreements
• Stock Option Plans, Bonus Plans, and Other Compensation Arrangements
• Advice to Directors and Officers on Fiduciary Responsibilities