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Business Law

Business Law

Our team of leading business lawyers boldly representing clients of all sizes in routine matters and complex deals.

A bright business future requires a healthy sense of skepticism. Most of the attorneys in the Business and Transactional Law group at Dworken & Bernstein bring valuable trial experience to the table. They’ve litigated over the weak points of business or real estate matters so they know what to look for in a deal, what to insist upon and how to negotiate it.

Our clients range from publicly traded companies in national markets to closely-held entrepreneurial start-ups targeting business in Northeast Ohio. For over 50 years we have represented our clients in a prompt and professional manner and on a cost-effective basis. Call any of the lawyers listed under the specific area of practice to set up an initial consultation.

Business Formation

The experienced attorneys of Dworken & Bernstein can help you select a business entity appropriate for your needs. We prepare the documents necessary to organize for-profit and nonprofit corporations, limited liability companies, and general and limited partnerships, making sure that they are properly filed 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. To think through the details and set up a new business, contact one of our business attorneys.


Business Formation Attorneys

Keith R. Kraus
Juliana Timko Tindall
Jodi Littman Tomaszewski
Melvyn E. Resnick
Howard S. Rabb
Joshua J. Strickland
Steven Roth

Buy/Sell Agreements

A buy/sell agreement anticipates a time when a business owner wants or needs to leave the business. Perhaps an owner becomes unable to work, divorces or just wants to leave the company. The buy/sell agreement allows the remaining business owners to buy their partner’s stock or interest under certain circumstances.

There is a good reason to enter into a buy/sell. 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 owners, 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 the liquidation of the business as a going concern.

Dworken & Bernstein’s attorneys are adept at crafting buy/sell agreements. Our attorneys work within the owners existing estate planning vehicles and may incorporate insurance products to finance a transaction under the buy/sell agreement.

Any company owned by more than one person should have a contingency plan in place including a buy/sell agreement. Reach out to any of the attorneys in our group to start this important conversation.


Buy/Sell Agreements Attorneys

Keith R. Kraus
Juliana Timko Tindall
Jodi Littman Tomaszewski
Howard S. Rabb
Joshua J. Strickland
Melvyn E. Resnick
Steven Roth

Business Transactions

When it comes to bringing complex commercial transactions to fruition, it is a great advantage to have a full-service law firm with many diverse areas of practice to draw from. Dworken & Bernstein’s attorneys serve as trusted advisers to the owners, boards of directors, and senior management teams of companies of all sizes.

We regularly advise and assist our clients in a variety of business transactions including the structuring, drafting and negotiating of documents for:

  • asset purchases
  • stock sales
  • 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
  • consulting agreements
  • reorganizations
  • restructurings and workouts
  • distribution agreements
  • agency agreements
  • joint ventures
  • 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
  • real estate investment and financing transactions

Schedule a complimentary consultation with one of the members of our business and transaction law team to address protecting your business in both the short term and the long term.


Business Transactions Attorneys

Keith R. Kraus
Juliana Timko Tindall
Jodi Littman Tomaszewski
Melvyn E. Resnick
Howard S. Rabb
Joshua J. Strickland
Steven Roth

Contracts, Mergers, & Acquisitions

We believe attorneys should be “deal makers,” not “deal breakers.” The business attorneys at Dworken and Bernstein represent both buyers and sellers in mergers, acquisitions, and other related dispositions of their companies. 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.

Our business and transaction attorneys might typically guide clients in:

  • Determining the best structure for a deal, whether it be an asset acquisition, stock sale, stock exchange, merger, reverse triangular merger, equity infusion, or other possible structures.
  • Working closely with the clients’ accounting team to outline a structure that ensures the best tax treatment possible.
  • Negotiating and drafting a letter of intent and related confidentiality agreements to ensure that key provisions are not omitted or overlooked.
  • Negotiating financing documents with a client’s lender.
  • Covering all areas that require due diligence investigation. With respect to any legal due diligence, we take the lead by reviewing material contracts, intellectual property documentation, litigation materials and other documents so that any open legal issues can be addressed, clearing the way to finalize the transaction.
  • Negotiating and drafting the purchase and sale agreement and the many ancillary documents required to effectuate the transaction.
  • Obtaining all consents required prior to closing including governmental consents, contractual consents, and corporate consents.
  • Closing the transaction.
  • Making 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. Trust the team of experienced attorneys at Dworken & Bernstein to guide you through this process.


Contracts, Mergers, & Acquisitions Attorneys

Keith R. Kraus
Juliana Timko Tindall
Jodi Littman Tomaszewski
Melvyn E. Resnick
Howard S. Rabb
Joshua J. Strickland
Steven Roth

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 to remain in compliance with the intricate state and federal banking statutes and regulations that govern those transactions. The firm’s attorneys have experience in:

  • sophisticated lending and secured transactions
  • loan workouts
  • mortgages and foreclosures
  • public finance
  • state and municipal bonds and financing
  • venture capital
  • international banking matters

The firm’s clients include borrowers, commercial banks, credit unions, savings and loans, and holding companies.


Banking & Finance Attorneys

Keith R. Kraus
Juliana Timko Tindall
Jodi Littman Tomaszewski
Melvyn E. Resnick
Howard S. Rabb
Joshua J. Strickland
Richard N. Selby II
Grant J. Keating
Erik L. Walter
Steven Roth

Construction Law

Dworken & Bernstein 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 in negotiating and drafting construction contracts, resolving construction disputes, asserting liens when necessary, 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, building a commercial building, renovating a rental property, trying to collect for non-payment of labor and materials furnished, or some other need we have the depth of experience to resolve construction matters.

 

Read full article entitled “New Uncertainties in Real Estate Taxation”,
written by Jodi Littman-Tomaszewski and Josh Strickland


Construction Law Attorneys

Keith R. Kraus
Jodi Littman Tomaszewski
Melvyn E. Resnick
Joshua J. Strickland
Grant J. Keating
Erik L. Walter
Kim Alabasi
Steven Roth

Employment Law

Having healthy relationships with your employees can be the key to the success of a business. It is easy to run afoul of the numerous relevant regulations and restrictions contained in the state and federal employment statutes including:

  • 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)
  • COBRA
  • Ohio Revised Code Chapter 4112
  • Fair Labor Standards Act (FLSA)

Dworken & Bernstein attorneys can help business owners understand these laws and ensure that their policies, procedures and daily practices comply with the law. Some of the employment matters that we handle include:

  • drafting employee handbooks and other business policies that clearly define what employee conduct is expected and what will not be tolerated
  • drafting non-competition, trade secret, and other employee agreements
  • making sure disciplinary and termination decisions are undertaken in accordance with both state and federal law

If a business nonetheless finds itself involved in a dispute with a current or former employee we can help coax a settlement or resolve the matter through arbitration or, if necessary, litigation.

To support your workplace culture with fair and compliant policies and procedures, call one of our employment law attorneys today.


Employment Law Attorneys

Richard N. Selby II
Kristen M. Kraus
Jonathan T. Stender
Nicole T. Fiorelli

Franchise Law

Dworken & Bernstein represents both business owners seeking to franchise their operations regionally or nationally and individuals seeking to acquire a franchise. This practice includes:

  • 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 employee relation documents

If disputes arise under franchise agreements, we represent clients on the full scope of matters ranging from operational disputes to business terminations.


Franchise Law Attorneys

Jodi Littman Tomaszewski
Keith R. Kraus
Joshua J. Strickland
Steven Roth

Wealth Transfer, Asset Protection, & Succession Planning

Our wealth transfer and asset preservation practice involve working with families and closely held businesses to properly and strategically preserve assets and avoid unnecessary taxes. Following a thorough review of family and business assets and related debt, our attorneys can prepare sophisticated plans for philanthropic giving, asset protection, multigenerational transfer of wealth, business continuity and succession and managing tax aspects of concentrated asset positions. Our attorneys will raise issues you may not have considered in an effort to achieve the best possible outcomes toward your most important goals and concerns.


Wealth Transfer, Asset Protection, & Succession Planning Attorneys

Howard S. Rabb
Melvyn E. Resnick
Keith R. Kraus
Jodi Littman Tomaszewski
Joshua J. Strickland
Steven Roth

Oil & Gas Law

Oil and gas law and litigation now affect business, industry, and individuals everywhere including in Northeast Ohio. America’s campaign to reduce the need for foreign energy has opened a window of opportunity for developers, producers, pipeline aggregators, and ordinary 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 attorneys with national experience who can protect your interests with comprehensive advice in oil and gas law, energy litigation, zoning, and real estate law and litigation. We’ve represented landowners, oil and gas companies, public utilities, environmental consultants, and other businesses and industries in the oil and gas industry throughout the United States.

Legal services in the field of oil and gas law include evaluating a property owner’s rights, considering options, negotiating, drafting and litigating oil and gas leases, and monitoring their overall performance. We offer the benefit of having worked for clients on both sides of these complex agreements. Look no further than Dworken & Bernstein for handling matters concerning oil and gas law.


Oil & Gas Law Attorneys

Jodi Littman Tomaszewski
Erik L. Walter
Melvyn E. Resnick
Grant J. Keating
Joshua J. Strickland
Richard N. Selby II
Steven Roth

Utility Laws & Regulations

Our utilities attorneys offer a full range of services for manufacturers, real estate developers and public utility companies. We help guide clients through the rapidly evolving energy landscape throughout 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

Erik L. Walter
Jodi Littman Tomaszewski
Melvyn E. Resnick
Joshua J. Strickland

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
  • 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, specializing in 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, litigation, and governmental affairs including:

  • taxation
  • formation of tribally owned corporations
  • water and hunting rights
  • native art and jewelry
  • 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

Joshua J. Strickland

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. The challenges presented by careers in the sports, media and entertainment industry are unique. By taking a personalized and family-oriented approach, we help clients navigate those landscapes and maximize their revenue streams. Utilizing our attorneys’ experience, expertise, and connections, we assist clients in identifying and tapping into opportunities and resources to provide 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 deal
  • professional athlete contracts
  • coaching contracts
  • post career retirement planning
  • recording artist contracts
  • record deals
  • motion picture deals
  • television production contracts
  • stadium construction agreements and negotiations
  • trademark and copyright management and infringement
  • private equity deals
  • real estate transactions
  • partnership agreements
  • project and business financing
  • corporate sponsorship agreements
  • advertising and marketing agreements

Sports, Media and Entertainment Law Attorneys

Steven Roth


All Business Law Attorneys

Keith R. Kraus
Kristen M. Kraus
Jodi Littman Tomaszewski
Melvyn E. Resnick
Howard S. Rabb
Joshua J. Strickland
Steven Roth
Grant J. Keating
Erik L. Walter
Richard N. Selby II
Jonathan T. Stender
Nicole T. Fiorelli

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