Most of our business attorneys have also been trial attorneys; they know what to look for in a business or real estate matter. Our Business and Transactional Department handle corporate organization, public and private debt equity offering, licensing, mergers, commercial financing, director and officer responsibility, contract drafting and negotiation, real estate and other business matters. We assist publically traded companies and local enterprises serving as counsel to entrepreneur start-ups, closely held companies as well as large publicly owned companies. We are there to help you meet your schedule and your business needs. Our clients have relied on us for over 50 years because of our reputation for working in an aggressive, skilled and cost effective manner.
Dworken & Bernstein has a number of experienced business attorneys who can help you select a business entity that is appropriate for your needs. We can prepare the documents necessary to organize for profit and non-profit corporations, limited liability companies, and general and limited partnerships, making sure that they are properly filed of record with the Ohio Secretary of State. Our attorneys are highly skilled at drafting the internal governing documents associated with these business entities, including by-laws, regulations, operating agreements, close corporation agreements and partnership agreements. We also assist clients in obtaining taxpayer identification numbers for newly formed entities. Like all services offered at our Firm, these services are all furnished in a prompt and professional manner and on a cost effective basis. If you are in need of business formation services, contact any of our business attorneys.
Business Formation Attorneys
A buy/sell agreement is a type of agreement used by business owners to allow the business owners to buy their partner’s stock or interest under certain circumstances. These situations can arise when a business owner dies, becomes unable to work, becomes divorced or just wants to leave the company. The buy/sell agreement deals with buying out the owner’s interest in the company whether from the person’s estate, the former spouses’ interest, or from the owner who just wants to move on.
These agreements help maintain the viability of the business by insulating it from the major events affecting the owner’s lives while providing for a mechanism for the owner, their estates, or spouses to be compensated for their interest in the company. Without buy/sell agreements owners can be faced with disputes and sometimes protracted litigation over a departing owner or the sudden assertion of ownership rights by a former spouse or estate administrator. Such situations can be very costly and frequently result in liquidation of the business as a going concern.
Dworken & Bernstein’s attorneys are adapt at crafting these buy/sell agreements for a particular business’ needs to help ensure that the business remains viable and can maintain its continuity throughout the major life events experienced by its owners. Our attorneys will work with the owners existing estate planning vehicles and will creatively incorporate other useful techniques such as key man life insurance policies and similar buy/sell financing vehicles.
Any company owned by more than one person should have a contingency plan in place including a buy/sell agreement.
Buy/Sell Agreements Attorneys
Dworken & Bernstein’s attorneys work closely with our clients in planning and implementing various commercial transactions and business strategies. Our attorneys serve as trusted strategic and legal advisers to owners, boards of directors, and senior management teams. In addressing the wide array of various legal, regulatory, and financial issues faced by small, mid-size, and large companies, we draw upon the experience of our attorneys in many of our service areas, including real estate, environmental compliance, employee benefits, finance and estate planning.
We regularly advise and assist our clients in a variety of business transactions including structuring, drafting and negotiating of documents for: asset purchases, stock sales and merger transactions; management buyouts, leveraged buyouts and other capital transactions; shareholder agreements, including provisions for buy-sell arrangements, drag along rights, tag along rights, shareholder voting restrictions and restrictions on equity transfers; ancillary deal documents such as bank commitment letters and related financing documentation, stock warrants, stock option plans, employment agreements, golden parachutes, employee retention plans, non-competes, confidentiality agreements, and consulting agreements; reorganizations, restructurings and workouts; distribution agreements, agency agreements, joint ventures and foreign direct investment; franchise, licensing and other commercial arrangements; intellectual property, including patents, trademarks and trade secrets; financing for acquisitions, equipment purchases and working capital; Initial Public Offerings (IPOs)and other debt and equity offerings; and real estate investment and financing transactions.
Our experienced attorneys can assist your business in working through your current transaction needs and can counsel you on other available documents that can protect you and your business long term.
Business Transactions Attorneys
Contracts, Mergers, & Acquisitions
The business attorneys at Dworken and Bernstein represent both buyers and sellers in mergers, acquisitions, and other related dispositions of their companies. Our philosophy is that attorneys should be “deal makers,” not “deal breakers.” Whether you are selling your small business or purchasing a multimillion dollar company, our attorneys have the know-how and experience to guide you through the often complex process from start to finish. Some of the common issues that we deal with in this practice area include:
Some of the common issues that we deal with in this practice area include:
• Counseling our clients as to the proper structure of the deal, whether it be an asset acquisition, stock sale, stock exchange, merger, reverse triangular merger, equity infusion, or other possible structures.
• Working closely with our clients accounting team to ensure that the deal is structured so that our clients receive the best tax treatment possible.
• Negotiating and drafting of the Letter of Intent and related Confidentiality Agreements to ensure that key provisions are not omitted or overlooked.
• Negotiating the financing documents with the client’s lender.
• Counseling our clients during the due diligence process to make sure that all of the areas that require a due diligence investigation are covered. In addition, we take an active part in the legal due diligence by reviewing material contracts, intellectual property documentation, litigation materials and other documents so that we can advise our clients as to any legal issues that will need to be addressed in order to finalize the transaction.
• Negotiation and drafting of the purchase and sale agreement, as well as the many ancillary documents that are required to effectuate the transaction.
• Assisting the client in obtaining all consents required to close the transaction including governmental consents, contractual consents and corporate consents.
• Closing the transaction.
• Advising the client on post-closing issues to make sure that any post-closing deadlines are met.
As a business owner, a merger or acquisition is one of the most complex transactions that you will ever encounter. The team of experienced attorneys at Dworken & Bernstein has guided countless clients through this process and can do the same for you.
Contracts, Mergers, & Acquisitions Attorneys
Banking & Finance
Banks and financial institutions collect deposits from individuals and entities and invest those funds in loans, securities, and other assets. Dworken & Bernstein assists depositors, lenders, and borrowers in accordance with intricate state and federal banking statutes and regulations. The firm’s attorneys have experience in a variety of sophisticated lending and secured transactions, loan workouts, mortgages and foreclosures, public finance, state and municipal bonds and financing, venture capital, and international banking matters. The firm’s clients include borrowers, commercial banks, credit unions, savings and loans, and holding companies.
Banking & Finance Attorneys
The attorneys at Dworken & Bernstein have extensive experience in the construction industry. Our clients include real estate developers, and the full spectrum of union and non-union contractors engaged in all phases of construction: general contractors, site work, plumbing contractors, painting and flooring contractors, and home improvement contractors. Our longstanding relationship with these clients has exposed our attorneys to all aspects of construction law.
We assist our clients in negotiating and drafting construction contracts, resolving construction disputes, and when necessary asserting liens and prosecuting and defending construction litigation. We have worked with experts in construction litigation in a wide variety of disciplines. Whether you are building a new home, renovating a rental property, have a claim for non-payment of labor and materials furnished, or some other need we have the depth of experience to assist you with your construction matter.
Read full article entitled “New Uncertainties in Real Estate Taxation”,
written by Jodi Littman-Tomaszewski and Josh Strickland
Construction Law Attorneys
Employee relations is one of the most important and complex subjects affecting a business owner or management team. Navigating the various state and federal employment statutes can be a difficult task. It is easy to run afoul of the numerous regulations and restrictions contained in these laws, which include:
• Family and Medical Leave Act (FMLA)
• Occupational Safety and Health Act (OSHA)
• Employee Retirement Income Security Act (ERISA)
• Americans with Disabilities Act (ADA)
• Civil Rights Acts (Title VII, Section 1981, and Section 1983)
• Age Discrimination in Employment Act (ADEA)
• Worker Adjustment and Retraining Notification Act (WARN)
• Ohio Revised Code Chapter 4112; and
• Fair Labor Standards Act (FLSA)
Dworken & Bernstein’s experienced attorneys can help business owners understand these laws and ensure that their policies, procedures and daily practices comply with the law. We can help in drafting employee handbooks and other business policies that clearly define what employee conduct is expected and what will not be tolerated. The firm’s attorneys can also draft non-competition, trade secret, and other employee agreements. More importantly, Dworken & Bernstein can assist business owners in making sure their disciplinary and termination decisions are undertaken in accordance with both state and federal law.
If a business nonetheless finds itself involved in a dispute or litigation from a current or former employee we can help the business attempt to resolve the dispute through settlement negotiations, arbitration and, if necessary, litigation.
Employment Law Attorneys
Dworken & Bernstein represents business owners seeking to franchise their operations regionally or nationally and with individuals seeking to acquire franchise businesses including advising clients on the various State and Federal franchise laws, drafting franchise and license agreements, drafting confidentiality and non-competition agreements, negotiating with prospective sellers and purchasers, advising on and drafting necessary real estate, start up, and financing documents, drafting of employee relation documents, and other related business transactions. We also represent clients when disputes arise under a franchise agreement from operational disputes to business terminations.
Franchise Law Attorneys
Wealth Transfer, Asset Protection, & Succession Planning
Our wealth transfer and asset preservation practice is focused on representing families and their closely held businesses. This practice involves creatively working with clients to properly and strategically structure to avoid unnecessary taxes and preserve assets for our clients and their families. It involves a thorough review of family and business assets and related debt, sophisticated estate and philanthropic planning, asset protection planning, multigenerational structure review, and wealth preservation planning.
Our experience with debtor/creditor issues bolsters our ability to help protect against creditors of both families and their businesses. Good wealth management and estate plans help individuals and families with some of their most important concerns:
• multigenerational transfer of wealth
• tax minimization strategies
• protection from creditors
• business continuity and succession
• wealth transfer and tax aspects of concentrated asset positions
Wealth Transfer, Asset Protection, & Succession Planning Attorneys
Oil & Gas Law
Oil and Gas Law and Litigation now affects business, industry and individuals in every community. America’s campaign to reduce the need for foreign energy has opened a window of opportunity for developers, producers, pipeline aggregators, and everyday landowners whose property is now a gateway to major underground resources. At the same time, environmental limits, exposure to liability, and highly complicated federal, state and local regulation have made this subject a risky area for large and small participants.
Dworken & Bernstein has a number of highly experienced attorneys experienced to assist you with all of your oil and gas needs. Our attorneys have national experience in oil and gas law, energy litigation, zoning, and real estate law and litigation in the areas needed to give you comprehensive advice and protection for your oil and gas issues. We represent landowners, oil and gas companies, public utilities, environmental consultants, and other businesses and industries in the oil and gas industry throughout the United States.
We represent landowners and corporations in negotiating, drafting and litigating oil and gas leases. We offer the benefit of having worked for clients on both sides of these complex agreements. Based on this experience, our team of attorneys will assist you in evaluating your rights, considering your options, and ultimately in negotiating contracts and leases as well as in monitoring their overall performance.
Oil & Gas Law Attorneys
Utility Laws & Regulations
Our utilities attorneys offer a full range of services based on their representation of manufacturers, real estate developers and public utility companies. We help guide clients through the rapidly evolving energy landscape in Ohio and the nation. We have regular involvement in working through the complex transactions of the energy marketplace from the perspective of sellers, purchasers and utility companies themselves. Our representation includes appearing before state and federal regulatory agencies such as the Public Utilities Commission of Ohio and the Federal Energy Regulatory Commission.
Utility Laws & Regulations Attorneys
Federal Indian Law
Dworken & Bernstein provides both transactional and litigation services nationwide to American Indian tribes, Native American organizations, and companies working with tribes in the areas of economic development. These include: Class II and Class III gaming; alternative energy including solar and wind; natural resource management including timber, oil, and gas; real estate including acquisitions, leases, and land into trust; gaming management agreements; and other business projects on or off of tribal lands.
We address the legal concerns common to all economic development projects such as the legal structure, financing, real estate, security, and environmental work and we specialize in assisting our clients with the issues unique to working in Indian Country including working with tribal governments and their court systems, obtaining Federal and State approvals, navigating the environmental process and the impacts of tribal sovereignty on the business relationship.
We provide general legal services to American Indian tribes and Native American organizations particularly in the areas of commercial development and business transactions as well as litigation, and governmental affairs including taxation, formation of tribally owned corporations, water and hunting rights, native art and jewelry, and the protection of tribal burial grounds.
Dworken & Bernstein has the experience, abilities, and resources to provide effective representation to both tribal and non-tribal clients to utilize tribal assets and improve tribal economic development. We are committed to aiding tribes in promoting, protecting and preserving tribal sovereignty, culture and resources by representing tribes in all areas of federal Indian law and commercial transactions. When necessary, we are experienced in litigating, arbitrating, and mediating issues arising from doing business in Indian Country, including issues of jurisdiction, sovereignty, and all aspects of contracts between tribal and non-tribal entities.
Federal Indian Law Attorneys
Sports, Media and Entertainment Law
Dworken & Bernstein provides a wide range of services to athletes, coaches, media personalities, actors, book authors, musicians, and recording artists. By taking a personalized and family-oriented approach, we help our clients maximize their revenue streams and seamlessly navigate the unique challenges presented by careers in the sports, media, and entertainment industry. Utilizing our attorneys’ experience, expertise, and connections, we assist clients in identifying and tapping into opportunities and resources that will provide them a more financially secure future. Our firm not only takes great pride in assisting clients during their careers, but in working with them to ensure they and their family are set up for continued success far into the future as well.
A small sample of our services include:
- negotiation and representation of licensing and endorsement deals
- professional athlete contracts
- coaching contracts
- stadium construction agreements and negotiations
- trademark and copyright management and infringement
- post career retirement planning
- private equity deals
- real estate transactions
- partnership agreements,
- recording artist contracts
- record deals
- motion picture deals
- television production contracts
- Project and business financing
- corporate sponsorship agreements
- advertising and marketing agreements
Sports, Media and Entertainment Law Attorneys
All Business Law Attorneys
Keith R. Kraus
Kristen M. Kraus
Jodi Littman Tomaszewski
Melvyn E. Resnick
Howard S. Rabb
Joshua J. Strickland
Grant J. Keating
Erik L. Walter
Richard N. Selby II
Jonathan T. Stender
Nicole T. Fiorelli