BUSINESS TRANSACTIONS

K Diffley Law represents clients in connection with all types of business transactions, including related financing. We provide legal and business services regarding:

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• Business Start-Ups and Existing Businesses

• Business Entity Selection and Formation

  • S-Corporations

  • C-Corporations

  • Not-for-Profits and 501(c)(3) filings

  • Limited Liability Companies

  • Partnerships

  • Sole Proprietorships

  • Professional Corporations and Professional Limited Liability Companies

• Business Structuring Agreements

  • By-Laws

  • Operating Agreements

  • Shareholder Agreements

  • Partnership Agreements

  • Not-for-Profit Agreements

• Payroll and Management Services

• Stock Transfers and Related Agreements

• Stock Purchase and Sale Agreements

• Membership Interest Transfers and Related Agreements

• Membership Interest Purchase and Sale Agreements

• Purchases and Sales of Businesses

• Asset Purchase and Sale Agreements

• Joint Venture Agreements

• Business Financing and Tax Exemption Programs:

  • Business Loans and Lines of Credit

  • Inventory and Equipment Financing

  • Real Estate Purchases, Sales, Refinances and Leases

  • Leasehold Interest Financing

  • NYCIDA FRESH Program

  • NYCIDA Commercial Office Program

  • NYCIDA Industrial Program

  • Accelerated Sales Tax Exemption Program

  • Business Acquisitions and Dispositions

• Business Leasing

  • Retail, Restaurant, Industrial, Office Leasing

  • Assignment of Interest

  • Subleasing

  • Sale Leasebacks

• Business Planning and Consultation

• Construction and Architect Agreements

• Trademark and Copyright Registration

• Business Investments

• Licensing Matters for Businesses

  • Food Stamps (SNAP)

  • Women Infants & Children (WIC)

  • Liquor Authority (SLA) – Beer and Liquor Licenses

  • Minority and Women Owned Business Enterprise (MWBE) Certifications

• Corporate Counsel and Of-Counsel Services for Businesses

K Diffley Law provides clients with comprehensive business startup services. We advise on the selection and structuring of new business entities to provide maximum legal protection and tax benefits. Our law firm creates customized business binders based on clients’ business goals and objectives, and we assist clients in the organization and operation of their businesses.

 

In addition to assisting clients with the selection and formation of their businesses, we provide a variety of services regarding:

 

• Business Start-Ups and Entity Formation

  • S-Corporations

  • C-Corporations

  • Not-for-Profits and 501(c)(3) filings

  • Limited Liability Companies

  • Partnerships

  • Sole Proprietorships

  • Professional Corporations and Professional Limited Liability Companies

• Business Structuring and Governance Documents

  • Articles of Incorporation and Organization

  • By-Laws

  • Operating Agreements

  • Shareholder Agreements

  • Partnership Agreements

  • Not-for-Profit Agreements

  • Corporate Resolutions and Authorizations

• Payroll and Management Services

• Trademark and Copyright Registrations

• Employee Handbooks

• Employee and Independent Contractor Agreements

 

Once we have identified the business entity that best meets our clients’ objectives, our firm drafts the initial formation documents and expedites required state and federal filings. We assist clients in connection with foundational documents that will govern the business and its operations, including structuring and drafting of the operating agreement, partnership agreement or shareholder agreement. We further counsel clients regarding best practices for record keeping, business meetings and corporate compliance that are business necessities, including  management and day to day operations.

K Diffley Law represents individuals and businesses in respect to a variety of agreements, including, business mergers, buy-outs, the purchase and/or sale of businesses, assets, and various business interests. Raising capital is an important element to many businesses’ growth. Our firm assists clients seeking to raise capital and in connection with all types of equity and debt financing. We structure, draft and negotiate joint venture agreements, equity and debt capital agreements as well as loan documents.

 

Our firm advises clients on the transfer of various business interests in relation to business inventory and assets, stock and membership interest purchases and sales, real estate purchases and sales, commercial leasing, mortgage and leasehold financing, business loans and lines of credit, and raising capital through debt and equity partnerships.

 

Our experience with business transactions enables us to minimize exposure to risk while producing beneficial results for our clients. We structure, draft, and negotiate various documents and agreements for our clients’ business transactions, including:

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• Stock transfer agreements

• Asset purchase and sale agreements

• Membership interest agreements

• Partnership agreements

• Bills of sale

• Tax related documents

• Indemnification agreements

• Confidentiality agreements

• Business merger agreements

• Joint venture agreements

• Shareholder agreements

• Operating agreements

• Broker and investor agreements

• Escrow agreements

• Loan and financing documents

• Related amendments and modifications

 

K Diffley Law understands our clients and their businesses. We work to limit their liability and tax exposure through our due diligence and detailed analysis of the financials, books and records of the party on the opposite side of the table. We have experience advising on terms and conditions of business transactions, as well as preparing, reviewing and negotiating:

 

• Letters of intent (LOIs)

• Memorandum of understanding (MOIs)

• Non-disclosure agreements

• Deal and Term sheets

• Financial statements and projections

• Debt obligations and liabilities

• Business evaluations and good-will

• Books and records analysis

• Business structuring

• Quarterly and annual budgets

• Financing and loan documents

• Lease agreements

• Real estate holdings

• Legal compliance issues

• All phases of due diligence

 

K Diffley Law also provides business clients with ongoing in-house and general counsel services on a full or part time basis. We offer clients general counsel billing options, including Subscription Based Fees (paid weekly, monthly, bi-monthly, quarterly, or bi-yearly), Flat Fee Services, and the traditional Hourly Rate Billing Services.   

K Diffley Law supports our clients’ goals and objectives by offering business planning and strategic services.  We focus on sustainable financial and operational business growth in compliance with applicable laws. Our multi-level business services are available on a “per-matter” or “ongoing” basis and include planning for the creation, management and operational stages of our clients’ businesses, as well as growth-focused strategies for business development and expansion.

 

In-House Counsel Services: Our law firm functions as in-house counsel for clients and their businesses. We provide ongoing general counsel services that include, advising and contracting on a variety of legal matters. Employer / Employee document packages, payroll services, website terms and disclaimers, and strategic management are all essential for new and existing businesses. We provide clients with a variety of employer document packages and related agreements, including but not limited to:

 

• Employment Agreements

• Independent Contractor Agreements

• Company and Office Policies

• Confidentiality Agreements

• Indemnification Agreements

• Non-Competition Agreements

• Non-Solicitation Agreements

• State and Federal Compliance Forms and Documents

• Employee Handbooks

• Website - Terms of Use

• Website - Privacy Policies

• Website - Disclaimers

• Service Agreements

• Product and Distribution Agreements

• Vendor Agreements

• Copyright and Trademark Registration

• Employer, Employee, and Manager Training Programs

 

 

Our comprehensive Employee Handbooks are fully customizable and include various documents and policies that are essential for new businesses that have, or plan to have employees.  We also provide our business clients with basic and advanced training programs (e.g., sexual harassment training as required by New York State law; paid family leave; expense reimbursement; etc.) and structured management procedures for employers, employees and managers. Call us to discuss our customizable training programs in greater detail.

 

We offer unique billing options for clients utilizing our general counsel services – whether on a full or part time basis, including Subscription Based Fees (paid weekly, monthly, bi-monthly, quarterly, or bi-yearly), Flat Fee Services and the traditional Hourly Rate Billing Services. Contact us today to learn more.

 

Strategic Business Planning: K Diffley Law advises clients on business strategies that minimize risk while increasing profits in conjunction with sustainable growth objectives. Our law firm, (i) outlines clients’ business objectives, (ii) summarizes terms and conditions to incorporate into clients’ business agreements, (iii) provides payroll services to maximize our clients’ time to operate and earn profits for their business, (iv) drafts clients’ business website terms and conditions, privacy policies and disclaimers, and (v) business management strategies. We advise clients looking to finance real property, leasehold interests as well as business equipment and inventory.

 

Our business planning services are designed to strategically outline and memorialize key business terms that all owners need to be thinking about, including:

 

• Term (length of time) for all business agreements

• Principals’ (owners) rights and responsibilities

• Specific Default Provisions (to avoid NY’s auto-default rules)

• Dispute resolution provisions

  • Arbitration

  • Mediation

  • Waiver of Jury Trial

• Capital Contributions of principals/owners

  • Capital Calls

• Profit and Loss distributions

• Principals’/owners authority and managing power

• Voting rights and avoiding deadlocks

• Debt and Equity Fund Raising Techniques

• Transfer and Sale Provisions and Restrictions

• Buy-out provisions

• Management provisions

• Financial reporting

• Taxation methods

• Appraisals and asset valuation

• Books and record-keeping provisions

• Termination of the business agreement

• Exit planning strategies

• Company dissolution and Liquidation

 

K Diffley Law assists clients with the structuring, drafting and negotiating of all types of commercial agreements for business transactions. These include agreements that govern the business and its operations, employment agreements, vendor agreements and other business-related agreements. We advise clients on strategies to limit their liability, maximize business tax benefits and obtain the most successful outcomes for their businesses.

 

Contact us today to create your customized business document and service package.

K Diffley Law provides clients with all types of business licensing services, including applications, corporate changes, and renewals for Food Stamps (SNAP) licensing, Women Infants and Children (WIC) licensing and New York State Liquor Authority (SLA) and beer licensing. We also provide services for businesses seeking Minority and Women Owned Business Enterprise (MWBE) Certifications as well as other general business licenses and certifications.

 

LICENSING: Our law firm assists clients that are purchasing and acquiring business interests by obtaining necessary business licenses on their behalf. We leverage our relationships with various licensing agencies to efficiently provide clients with business licenses which enable them to operate and maximize their profits. Continue reading below for additional information about the types of licensing services provided by K Diffley Law.

 

DISQUALIFICATIONS: Our law firm represents clients that have received temporary or permanent disqualification letters from the Food Stamps (SNAP) and WIC agencies. We are experienced in defending retailers; vendors and their principals seeking to overturn and settle their disqualifications. Our expertise enables retailers to continue operating their businesses and earning income through the Food Stamps (SNAP) and WIC programs.

 

UNIQUE FEE OPTIONS: K Diffley Law offers unique fee options for our clients, including Subscription Based Fees (including weekly, monthly, bi-monthly, quarterly and even bi-yearly reoccurring payments), Flat Fees and the traditional law firm Hourly Based Fees for many of our business licensing services. Contact our office to discuss your business matters and billing options.

 

Our firm’s business licensing clients include all types of business, but our Food Stamps (SNAP), WIC, and SLA licensing clients generally include:

• Grocery Stores

• Supermarkets

• Delicatessens/Bodegas

• Convenience Stores

• Beer Distributors

• Restaurants

• Bars and Taverns

• Various other types of business

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Our law firm has deep relationships with agencies and municipalities which enables us to quickly file applications and license matters with the appropriate contact persons, and to expedite those filings. We represent clients in connection with all types of business licensing transactions and corporate defense matters. Contact K Diffley Law now for more information.