Corporate/Tax

rise to every business challenge

capitalizing on opportunities

Find an Attorney
Paul E.  Alpuche, Jr.
Principal
301-657-0183
Theodore R. Goldstock
Principal
301-347-1274
Emily B. Hagan
Associate
301-347-1267
David E.  Kay
Principal
301-657-0724
Vernon S. Lynch III
Principal
301-841-3837
Stuart A. Schwager
Principal
301-347-1271
Raymond J. Sherbill
Principal
301-347-1275
Stephanie M. Smith
Of Counsel
301-907-2802

Business leaders want to profit by being best at their trade, and by providing value to their customers, fulfillment for their employees, and security for their families and communities.   You are constantly tested by competitors, or sometimes by partners, employees, or vendors, and at other times by government or by a customer you seek to serve. We help you predict and mitigate legal and business risks, structure smart key agreements, manage and defend tax and regulatory exams, convert disputes and challenges into new opportunities, and close your major business deals.  

Our clients are mainly successful mid-sized business owners with strong market reputations, as well as inspired start-up entrepreneurs.    They are engaged in manufacturing, government contracting, petroleum marketing, textile supply, technology development, construction, healthcare and medical services, food distribution, real estate development, restaurant operations, professional services, automotive sales, collection services, cybersecurity, nonprofit management, and several other areas.  

We serve as general counsel to clients in a variety of industries: negotiating, drafting, resolving or litigating disputes and providing strategic advice on a daily basis, while growing a deep knowledge of our clients’ businesses, the laws affecting them, and the realities of the environments in which they operate.    We also assist businesses in productively resolving ownership and governance disputes, negotiating day-to-day business contracts, settling federal and state tax controversies, and handling contract, payment and liability issues—in all cases, using a toolkit of careful preparation, strategic thinking, persuasive argument, firm resolve, and comprehensive knowledge of the operative facts, law, and contract provisions. 

While many of our client relationships extend over decades, we often are specially retained by business owners to guide them in negotiating and closing on efforts to buy or sell businesses. We are extremely dedicated to closely-held businesses, but also have the experience, sophistication and capacity to close corporate M&A transactions with values in the tens and hundreds of millions of dollars. We differ from many other firms in that we provide the one-on-one attention executives expect from a smaller law firm, and the authoritative negotiating, on-target drafting, and larger transactional capacity typically associated with national firms.  Our clients have trusted us in recent years to quarterback and close well more than a billion dollars in transactions overall

Experience

Our corporate and transactional attorneys have extensive experience in business matters, including mergers and acquisitions, tax controversies, technology licensing, shareholder disputes, government contracting, business-to-business commercial agreements, executive compensation, business formation and tax planning.    Representative matters include:

Lead Counsel in Mergers and Acquisitions

  • Acquisition involving over 200 regional retail locations, sale-leaseback with private equity firm, related supply agreements, real estate sales and lease assignments, and associated acquisition of multiple locations by affiliate of client
  • Sale of multi-state auto dealership group including collaboration with client (no broker) on initial proposal and key negotiations, control of data room, real estate and tax matters, Hart-Scott-Rodino clearance, and coordination with Austrian ownership and counsel
  • Sale of petroleum marketing company to competitor involving Hart-Scott-Rodino clearance
  • Sale of company serving niche international data service needs including tax planning, negotiation of letter of intent, and final closing documents
  • Sale of healthcare company’s senior assisted-living nursing homes to public acquirer
  • Acquisition of retail music product seller involving several regional locations
  • Sale of paint manufacturer
  • Acquisition of BMW dealership including collective bargaining agreement, related real estate transactions, and other purchases and sales of dealerships
  • Acquisitions and sales (various) of medical practices, including a sale of a practice to a group of employee physicians
  • Sale of cybersecurity services firm to private equity backed roll-up firm, including investment banking agreement, membership interest purchase agreement
  • Acquisitions (various) of consumer debt collection firms for national collections firm in expansion
  • Purchases and acquisitions (various) of service stations in DC, Maryland, Virginia
  • Sale of owners’ stakes in certified minority business enterprise (MBE) to qualified MBE buyers and government contractor
  • Sale of medical accounts receivable management company to private equity-backed roll-up
  • “Carve-out” sale of architectural flatglass division of glass wholesaler to a national acquirer
  • Sale of commercial office building cleaning services company to a competitor

Representation of Individuals and Companies in Tax Matters and Controversies

  • IRS review of developer of real estate projects
  • Obtained favorable ruling in Maryland review of medical nonprofit sales tax legal issue
  • IRS review of trade or business deductions
  • Rectification and negotiation on individual income tax “non-filer” cases (various)
  • Obtained tax exempt status for new public charities (various)
  • Establishment of private foundations for college scholarships

Advocacy, Commercial and Shareholder Dispute Resolution

  • Lead strategic counsel and participating co-counsel in international arbitration and mediation involving manufacturers
  • Construction arbitration for claim resulting in $1.5 million award to factory owner
  • Shareholder claim against co-shareholders for misappropriation of assets and breach of fiduciary duty
  • Oversight and management of collections actions in Mid-Atlantic for national textile supply firm
  • Representation of 8(a) government contractor in termination of employment of one-third owner and buyout of interest
  • Representation of company in implementation of reverse merger transaction triggering appraisal rights of minority shareholder
  • Representation of 49% owner in negotiation of purchase of co-owner’s 51% stake in financial and litigation services company
  • Government Accountability Office protest on behalf of bidders (various) resulting in voluntary corrective action or GAO award

General Counsel

  • Develop and implement reorganization plan for affiliated group of non-profit healthcare corporations
  • Merger of Delaware operating companies of Italian defense and technology parent company
  • Reorganization to rationalize operation and management of subsidiary operating and realty holding companies of U.S. parent company
  • Draft and negotiate motor fuel supply agreements and service station leases (various)
  • Draft and negotiate multi-member LLC operating agreements with waterfall provisions for cash distributions and related profit and loss allocations for tax purposes (various)
  • Organization and investment documents for Montgomery Tennisplex
  • Draft and negotiate technology and manufacturing license agreements (various) for technologies such as waterjet propulsion, high-speed oven technology, defense products
  • Review of franchise disclosure document (FDD) and associated franchise agreement negotiations (various)
  • Draft and negotiate Software as a Service (SAAS) Agreements, website development agreements
  • Draft and negotiate Reseller Agreements, Purchase Orders, Distribution Agreements
  • Draft and negotiate various manufacturer and wholesale product sale agreements, service agreements, warranty limitations.
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