Business Law

Business Entity Formation

The first step to starting a business is forming a business entity. Generally, this will take the form of either a Corporation or a Limited Liability Company (“LLC”). In the case of healthcare providers and other licensed professionals, the business will typically take the form of either a Professional Corporation (“PC”) or a Professional Limited Liability Company (“PLLC”). Weiss Zarett is skilled in consulting with clients regarding the formation of the proper business entity through which they wish to operate their business, as well as the unique regulatory issues faced by licensed professionals in providing their professional services to patients and clients.

Creditors’ Rights & Bankruptcy

Weiss Zarett Brofman Sonnenklar & Levy, P.C.’s attorneys have extensive experience handling bankruptcy matters and creditors’ rights. We work tirelessly to protect the rights of each of our clients by getting involved as early on in the bankruptcy process as possible. Bankruptcy laws are unique and require experience to navigate. Whether it is seeking an injunction or restricting an organization, our attorneys provide clients with creative and strategic solutions and offer clients the guidance necessary to resolve the often complex issues that arise in bankruptcy matters. Our clients represent a variety of industries ranging from health care to retail.

The attorneys at Weiss, Zarett, Brofman, Sonnenklar & Levy, P.C. routinely represent clients in a wide range of Chapter 11 bankruptcy issues including, but not limited to:

  • Creditor’s rights
  • Debt restructuring
  • Structuring settlements and work-outs
  • Injunctive relief
  • Fraudulent conveyance
  • Bankruptcy litigation

Corporate Transactions 

The attorneys at Weiss Zarett Brofman Sonnenklar & Levy, P.C. handle a broad range of different corporate law matters in both the healthcare field and for general businesses. We routinely advise and work with our clients to develop and implement business strategies and documents. Whether our clients are just forming their entities or are involved in complex corporate transactions, we have the know-how to guide and advise them in an efficient and comprehensive manner. We are also keenly aware that each client is different and requires individual attention. Corporate transactions are often nuanced and complex. Our attorneys have the knowledge and experience necessary to analyze and tackle these issues.

Weiss Zarett Brofman Sonnenklar & Levy, P.C. are experienced in representing clients in a variety of corporate issues, including, but not limited to:

  • Business Formation, Organization and Restructuring
    • Business Corporations
    • Limited liability companies
    • Professional organizations
    • Partnerships
  • Corporate Advisory and Counseling
  • Corporate Governance and Transactions
    • Operating agreements
    • Corporate by-laws
    • Sale and acquisition of businesses
    • Business mergers
    • Asset purchase agreements
    • Shareholder agreements
    • Partnership agreements
  • Not-For-Profit Corporations

Dispute Resolution and Settlement Agreements

In many cases, it is far more cost-effective for individuals and entities to expeditiously resolve business disputes rather than undergo the substantial time and expense required in litigation. Weiss Zarett has negotiated the terms of numerous settlement agreements and other dispute-resolution documents that have spared our clients the stress and cost involved in prosecuting or defending an action in court. Our attorneys always act in the best interest of our clients and consider settlement as an option where we think it can achieve the best overall outcome in a dispute.

Employment Agreements

It is highly recommended that any prospective employee consult with an experienced attorney before binding themselves to an employment agreement which might not end up serving their best interests in the future. Fortunately, Weiss Zarett has considerable expertise in evaluating and negotiating the terms of employment contracts both inside and outside the health care field. Many professionals do not realize that the demand for their services provides them with considerable leverage when negotiating the terms of their employment, whether at an institution such as a hospital or with a privately-owned business. Items that have been successfully negotiated by Weiss Zarett attorneys in various employment contracts include, but are not limited to, increased base and incentive compensation, more vacation time, more comprehensive employee benefits, reimbursement of continuing education and professional licensing fees, severance, and resignation provisions which provide more freedom for an employee to move on when they so choose.

Lending and Finance

The attorneys at Weiss Zarett routinely represent financial institutions and other lenders with respect to structuring, negotiating and drafting commercial loan documents, senior and subordinated debt, financing, real estate acquisitions and a variety of commercial lending arrangements. We have the experience and knowledge necessary to handle complicated commercial lending transactions and related services including, but not limited to:

  • Senior lending agreements
  • Option agreements
  • Acquisition agreements
  • Operating agreements
  • Subordinated lending agreements
  • Inter-creditor agreements
  • Equity participation agreements
  • Collateral and security agreements
  • Development agreements
  • Service agreements
  • Management agreements

Mergers and Acquisitions

Sophisticated business and legal challenges are presented when purchasing or selling an existing business or medical practice, or when existing businesses or practices wish to merge or form new affiliations. Weiss Zarett has substantial experience representing clients in every stage of these complex transactions, including the drafting and negotiation of various agreements, transferring assets and obligations, and managing risk before and during the transaction. In the health care field in particular, Weiss Zarett attorneys are well-versed in the particular regulatory challenges involved in purchase and sale transactions, or when existing professional practices wish to form affiliations with hospital systems or medical management companies.

Not For Profit & Religious Corporations

As in the health care field, the representation of not-for-profit and religious corporations presents regulatory hurdles not found in the average business transaction. Certain business activities which can be freely undertaken in a for-profit corporation – such as fixing executive compensation or selling real property – require compliance with additional legal guidelines and might be subject to approval by appropriate authorities when undertaken by a not-for-profit or religious corporation. Additional regulations set forth the manner in which those corporations must be operated and limit the power of certain parties to make decisions or enter into transactions under certain circumstances. Accustomed to assisting businesses in a highly regulated environment, Weiss Zarett has the expertise to help not-for-profit and religious corporations operate effectively while abiding by the numerous state and federal laws to which they are subject.

Shareholder and Operating Agreements

It is critical when forming or carrying on a business with more than one owner that the rights and obligations of partners in the business are clearly delineated in a written document. The relationships between business partners in a Corporation are governed by a Shareholder Agreement or, in the case of a Limited Liability Company, an Operating Agreement. A Shareholder or Operating Agreement sets forth the manner in which business decisions may be made amongst business partners, the manner of distributing the profits and losses of the business, and other rules of business governance. In many instances, the terms of a Shareholder Agreement or Operating Agreement will dictate how certain business disputes are resolved, and numerous expensive and contentious lawsuits have taken place which could have otherwise been avoided had the partners in the business taken the vital step of negotiating their rights and obligations into an agreement beforehand. Weiss Zarett has extensive experience with issues of corporate governance and the drafting of Shareholder and Operating Agreements in both healthcare-related business and other business entities.

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