Business & Corporate Law
The legal scaffolding around your business should hold up when stressed. We handle entity formation, governance, contracts, and commercial transactions with the perspective of attorneys who have litigated the disputes these documents are supposed to prevent.
What We Handle
Entity Formation and Selection
Choosing between an LLC, corporation, partnership, or other structure is not a one-size-fits-all decision. The right entity depends on the number of owners, the business's risk profile, tax considerations, and future plans for investment or sale. We advise on entity selection and handle formation filings, operating agreements, bylaws, and shareholder agreements that actually address the scenarios that cause disputes later.
Corporate Governance and Shareholders' Rights
As businesses grow, governance becomes more than paperwork. Board structure, voting rights, consent requirements, officer authority, and record-keeping all matter when disputes arise or transactions require clean corporate documentation. Minority shareholders also have rights that majority owners cannot override, including inspection rights, derivative actions, dissolution petitions, and protection against oppressive conduct under New York's Business Corporation Law. We advise on both sides of these issues.
Joint Ventures
Joint ventures create complex legal relationships. We draft and negotiate joint venture agreements that clearly define each party's contributions, management authority, profit sharing, exit mechanisms, and dispute resolution procedures. The goal is a structure that works when things go well and protects you when they do not.
Contracts and Negotiations
Every commercial relationship should be built on a contract that clearly allocates risk, defines performance obligations, and provides workable remedies when something goes sideways. We draft, review, and negotiate service agreements, vendor contracts, purchase agreements, licensing deals, and complex multi-party transactions. Because we litigate contract disputes, we know which provisions actually matter when enforcement becomes necessary.
Confidentiality, NDAs, and Trade Secrets
NDAs are often treated as boilerplate, but a poorly drafted NDA can leave your trade secrets unprotected or expose you to liability you did not anticipate. We draft confidentiality agreements that clearly define what is confidential, set appropriate time limits, include meaningful enforcement provisions, and carve out necessary exceptions. We also advise on broader trade secret protection strategies and pursue injunctive relief when proprietary information is misappropriated.
Commercial Financing and Secured Transactions
We advise both lenders and borrowers on commercial financing transactions, including loan agreements, security agreements, UCC filings, and intercreditor arrangements. Our experience defending against MCA collection gives us a particular understanding of how financing agreements are enforced, where they can be challenged, and which provisions protect or expose each side.
Securities and Venture Capital
Raising capital involves federal and state securities law compliance. Whether you are issuing equity to investors, structuring convertible notes, or navigating Regulation D exemptions, we help ensure your fundraising is done properly. We also advise on venture capital term sheets and investment agreements from both the company and investor side.
Common Questions
What type of business entity should I form in New York?
LLCs offer the best combination of liability protection and tax flexibility for most small businesses. S-Corps can reduce self-employment tax once profits exceed roughly $40,000-$50,000. C-Corps are typically reserved for businesses seeking venture capital or planning to go public.
Source: N.Y. LLC Law; N.Y. Bus. Corp. Law; IRC §§ 1361-1379
How much does it cost to form an LLC in New York?
$200 filing fee to the Department of State, plus the mandatory publication requirement that costs $300 to $1,500+ depending on the county. Total formation costs typically run $500 to $2,000 including publication. Failure to publish within 120 days can result in suspension of your LLC's authority.
Source: N.Y. LLC Law § 206; N.Y. LLC Law § 1301
What is the New York LLC publication requirement?
Within 120 days of formation, you must publish a notice of LLC formation in two newspapers (one daily, one weekly) for six consecutive weeks in the county where the LLC's office is located. After publication, file a Certificate of Publication with the Department of State. Manhattan and Brooklyn are the most expensive counties.
Source: N.Y. LLC Law § 206
What is an operating agreement and do I need one?
An operating agreement is the internal governance document for an LLC. New York is one of the few states that requires every LLC to have one, even single-member LLCs. It defines ownership percentages, profit distribution, management authority, and what happens if a member leaves or dies.
Source: N.Y. LLC Law § 417
Should I form my LLC in Delaware or New York?
If you operate in New York, form in New York. Delaware formation for a NY-operating business means paying franchise taxes in Delaware AND foreign qualification fees in New York, doubling your costs with no practical benefit. Delaware's advantages (Chancery Court, flexible law) matter for large corporations, not most small businesses.