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Business & Corporate

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Bacon Wilson's Business & Corporate Department has a longstanding reputation of expertise in the business and transactional field. Clients run the gamut from corporations, partnerships, limited liability partnerships and limited liability companies to realty trusts, nonprofit agencies and individuals. We represent businesses of all sizes, and our expertise ranges from advising long established companies to assisting clients in creating business plans for start-ups.

The attorneys in Bacon Wilson's Business & Corporate Department have 200+ combined years of business experience and expertise in many areas, including but not limited to mergers and acquisitions, strategic joint ventures, finance transactions, succession planning, employee benefits, and executive compensation plans, as well as federal and state tax planning.

Asset preservation


Many people shudder to think of the impact of financing long-term care with the financial resources that they've spent a lifetime building. Long-term care, more commonly known as nursing home care, is very expensive, with an average cost of $8,000 or more per month. There are various means of financing long-term care; however, most Americans believe that the federal government or Medicare will pay for their long-term care costs. Unfortunately, this is not the case. Our legal team can help you plan for the future and protect your assets.



Brownfields Redevelopment Counseling


A Brownfield site is real property in which the expansion, redevelopment, or reuse of which may be complicated by the presence or potential presence of a hazardous substance, pollutant, or contaminant. Brownfield sites are often abandoned industrial or commercial sites.

Previously, both developers and their lenders steered far clear of these sites for fear that the substantial environmental cleanup costs involved would reduce the anticipated project profit margin. Commercial lenders also feared that, in the event of a foreclosure, the bank would be burdened with a contaminated property and substantial attendant cleanup costs.

New federal and state legislation (the Small Business Liability Relief and Brownsfields Revitalization Act, and the Brownsfields Act: Chapter 206 of the Acts of 1998, respectively) now provide financial incentives that can allay these concerns and have reinvented the business model regarding these sites. Our attorneys can help guide you through the process of purchasing and developing a Brownsfields site.



Consumer protection claims


If you need assistance with bringing actions and defense relating to consumer claims, our lawyers can help you represent your interests.



Contract disputes


In the event that you find yourself involved in a dispute relating to a breach of contract claim, our attorneys can help you work toward a favorable resolution. We can also review any contracts before you sign them to avoid potential disputes in the future.



Co-ownership of property


There are three principal types of ownership (tenancies) relative to real estate. The most familiar is what is known as "joint tenants". This means that if one person dies, the survivor owns all of the interest in the property. In a "tenancy in common", each owner of the property has an undivided interest in the whole of the property. In this type of tenancy, upon the death of any owner, his share will pass as directed by his will, or by intestacy if he does not have a valid will. A third, special form of ownership allowed in several states is what is known as a "tenancy by the entirety". In this case, only a husband and wife may own the property, and the property passes to the survivor.

Each type of ownership has advantages and disadvantages specific to your situation. Our lawyers can help you determine which suits you best.



Employment policies and procedures


In addition to your employee handbook, it is important to have written policies in place that address issues such as sexual harassment restrictions, as well as email and Internet use. Bacon Wilson provides legal advice in these areas.



Family limited partnerships


In a family limited partnership (FLP), family members (typically parents) put assets into a partnership, and then give minority interests to other family members, typically children, while the general partners retain control of these assets. This gives the parents an opportunity to shift assets to their children. The FLP also allows children to manage their parents' assets such that, following their parents' deaths, those assets do not need to be probated.

An FLP provides a good option for parties seeking to protect their family assets. It removes the assets from their estate while still retaining control over them. The partnership becomes its own entity, with its own tax identification number, which can then conduct the same activities as an individual or a corporation.

There are significant advantages to using a family limited partnership as a part of your estate plan:

  • The general partners retain control over the assets and can decide whether to distribute or reinvest any income or profits from the partnership.
  • Restrictions can be placed on the limited partners, such as a restriction from transferring or selling their interest, thus ensuring that wealth stays within the family.
  • A family limited partnership can protect assets in the event that a limited partner gets a divorce or has trouble with creditors.
  • FLPs provide greater flexibility than other estate planning devices such as an irrevocable trust. For example, the partnership may be amended or terminated upon agreement of the members, and can provide that all disputes be resolved through arbitration, rather than in court.
  • Perhaps one of the largest advantages to a family limited partnership is the valuation discount. This valuation discount is due to a limited partner's lack of control and marketability in their interest. For example, a gift of10% interest in a $1,000,000 limited partnership has a substantially lower value than a gift of $100,000 for gift tax purposes. With careful drafting, a gift of a partnership interest can fall under the annual gift tax exclusion.

By using a family limited partnership, families with significant assets can significantly lower both their gift and estate tax payments. Our attorneys can advise you in this matter.



Financial Institution Representation


  • Construction project loans - Regardless of the sophistication of your financing commitments, we will provide the appropriate construction loan documentation and expertise for your deals, including projects involving multi-income, historical, and new market tax credits.

  • Purchase money financing - You need to document and secure the financing of various business assets through a perfected first priority purchase money security interest, whether as a standalone initial credit facility, or in conjunction with existing credit to third party secured lenders. We can help.

  • Asset based loans - Whether you are providing asset based financing to fund ongoing working capital needs, machinery and equipment, or commercial real estate, we can assist you with properly documenting and securing the necessary credit facilities.

  • Capital equipment leasing - When your financing commitment includes a capital equipment leasing component, we can provide you with the tools to successfully complete this portion of your overall loan package.

  • Workouts, including dispositions of businesses and asset portfolios - Lenders sometimes encounter borrowers with troubled credit. We can provide you with the necessary tools to complete a successful workout, and where necessary, a timely liquidation of both real and personal property collateral.

  • Regulatory and compliance matters - Sometimes you need timely answers to specific questions about regulatory and compliance questions in connection with your lending practices. We'll help clear up your confusion.



Harassment


Massachusetts law may hold employers liable for harassment or retaliation, be it sexual harassment or for other reasons, even if it was not a supervisor who engaged in prohibited activity. If a supervisor or a managerial employee learns that a worker is being harassed by another employee, it is imperative that immediate remedial steps are taken to avoid liability. It is a good idea to consult with an employment law attorney to avoid problems.



Like-Kind Exchanges or 1031 Exchanges


Conducting a "like-kind" exchange under the Internal Revenue Code section 1031 is one of the few legitimate tax shelters available to individuals, corporations, and other business entities engaging in the disposition of assets. Deferred exchanges allow taxpayers to engage in transactions for the exchange of like-kind property and avoid capital gains tax on the appreciation in the value of their property. A 1031 exchange (or a tax-deferred exchange) permits investment property owners to sell a property and defer tax payments by reinvesting the proceeds of the sale into a like-kind property.

Simply put, a like-kind exchange is a method whereby a property owner trades one or more relinquished properties for one or more replacement properties of like-kind, while deferring the payment of federal income taxes and some state taxes on the transaction. The Bacon Wilson legal team can help.



Negligent hiring prevention/defense


An employer may be held liable for an intentional or illegal act committed by his employee. The employer's knowledge of past acts of impropriety, violence, or disorder by an employee may be sufficient to forewarn the employer that the employee may engage in future wrongful conduct. Bacon Wilson can help counsel you in hiring responsibly and what to do if you find yourself the target of a negligent hiring suit.



Non-competition agreements


Many companies find it necessary to have agreements with employees that protect against competition and the use of company trade secrets by departing employees. The laws regarding enforceability of these agreements are complicated. Bacon Wilson can offer you legal counsel in this matter.



Severance agreements


There are two primary goals of employers in offering severance packages to employees: first, extending fairness and compensation to longer-term employees and second, reducing the employer's exposure to potential liability in a lawsuit or administrative claim. Severance packages are complicated and best offered under the direction of an employment law attorney.



Succession planning


Owners of closely held business must plan well in advance to prepare for and ensure the continued success of the company following a triggering event such as the death, disability, or retirement of one of its shareholders. For family-owned businesses looking to carry the organization along through generations, the typical track record is ominous. According to the Small Business Administration, 90% of the 21 million U.S. businesses are family-owned, and one-third of Fortune 500 businesses are either family-owned or family-controlled. However, only 30% of family-run companies today succeed into the second generation and only 15% are passed on into the third generation. At Bacon Wilson, we can assist with the orderly transition of your business.



Trusts


Revocable trusts, also known as an "inter-vivos trusts" or "living trusts", are among the most useful estate planning tools for the management and distribution of family assets. Trusts serve a wide range of functions and may be appropriate for a variety of family financial circumstances and goals.

A common misconception is that trusts are only for the very wealthy. In reality, trusts can be used in variety of different circumstances and are a powerful way to manage assets.

Forming a trust consists of several steps:

  • The trust is created by the "grantor".
  • The trust is funded, meaning that the grantor's assets are placed into the trust. Assets can include stocks, bonds, mutual funds, real estate, bank accounts, etc.
  • The trustee(s) accept the responsibilities as expressed in the trust document. The trustee can be the grantor during his or her lifetime.
  • The trust itself contains dispositive provisions to instruct the trustee in managing the investments and distributing income or principal to the beneficiaries. This is the roadmap detailing how your property is distributed.
  • Beneficiaries are chosen to benefit from the trust. This typically includes the grantor during his or her lifetime, as well as family, friends, or charities upon the grantor's death.

There are a number of helpful functions that trusts can perform:

  • A trust can help with business succession when it is desired that certain parties run the business and others benefit from its gain.
  • A trust can ensure the continued management of a business or personal finances.
  • A trust can direct the trustee to provide full management in the event of incapacity.
  • Assets held in a trust avoid probate and its attendant delays and costs.
  • Dearly loved pets can be cared for upon the death or incapacity of the owner.
  • The trust can be part of overall estate planning and can allow for control of assets even after death.

A trust has a number of beneficial attributes. The trust, and therefore its assets, can be professionally managed if you name a bank or trust company as its trustee. Certain tax benefits can be gained, especially for married couples. Financial privacy is maximized when your estate avoids the public process of probate.

Other types of trusts include:

  • A special needs trust to maintain benefits for a disabled individual
  • An irrevocable trust to allow life insurance benefits to pass tax-free to younger generations
  • An alternative irrevocable trust to protect assets from long-term care expenses

Bacon Wilson's experienced attorneys can help you navigate your trust options and select the type most appropriate for your needs.



Wage and Hour


The way employers compensate their employees and account for their time has become a crucial issue for companies. With an increase in the penalties that courts are awarding, in addition to unpaid wages, interest, and attorneys' fees, complete compliance is essential, as penalties could be exponential. Our employment law practice group has significant experience in representing employers and employees in wage and hour claims to help you, including:

  • Defending employers in individual and class action litigation brought by private plaintiffs
  • Representing employers in disputes with governmental agencies
  • Auditing pay policies to ensure compliance with state and federal regulations
  • Advising employers in the administration of day-to-day payroll processing disputes
  • Representing Plaintiffs in actions against employers for failure to properly pay wages.

Our unique position of being capable of representing both employers and employees provides you with invaluable experience in the field of wage and hour law.