We provide a full range of guidance on corporate governance and related matters, including advising clients on best practices and compliance issues.
Many of our business clients turn to us for ongoing advice. We assist our clients by drafting and negotiating commercial agreements, including internal organizational documents, shareholders agreements, operating agreements, employment agreements, termination agreements, compensation plans, and restructuring, workout and dissolution documents.
We also handle choice of entity issues, equipment leasing, real estate property leasing, financings and franchise, distributor, confidentiality, and customer agreements.
Our business and corporate tax lawyers represent companies and individuals in structuring transactions and planning to achieve the best possible tax results. We also represent companies before state and federal tax authorities in audits and dispute resolution programs before the start of tax proceedings, and in tax court litigation.
The attorneys in our Corporate Practice Group serve in a strategic advisory role to clients when they are involved in litigation. Working closely with attorneys in our Commercial Litigation Practice Group, our corporate lawyers help develop cost-effective plans to defend and prosecute our clients’ positions successfully in federal and state courts, various arbitration forums, as well as in hearings before regulatory agencies.
Shareholder disputes can occur for a variety of reasons. When the shareholders of a closely held corporation cannot agree on the management, direction or decision making of the company, the officers and directors of the company are quite often the target of a lawsuit. Similarly, directors and officers are targeted for suit by the investors of a bankrupt entity who want to hold someone responsible for a business’s failure. These shareholder and investor suits can include claims for breach of fiduciary duty, mismanagement, conspiracy or even fraud. Whatever the cause of the dispute or the nature of the claim, the lawyers in our Directors & Officers Liability Practice Group are adept at facilitating resolutions of even the most contentious matters. We have handled matters ranging from the simplest shareholder disputes in closely held corporations to complex multi-district litigations initiated by bankruptcy trustees or investors.
Businesses must comply with an ever-growing body of consumer protection statutes. These statutes can present substantial exposure to damages and are frequently brought as class actions. Defending claims concerning consumer fraud or deceptive trade practices in the business context requires particular dexterity in each stage of the litigation. Our lawyers navigate these complex actions and obtain favorable results, including the successful resistance of class action certifications. At Rivkin Radler, we approach these lawsuits with a strategic focus geared to minimize litigation risk and the adverse publicity associated with public disputes.
Suits by former employees, officers and directors of a corporation have become more frequent. Some suits are based on contract disputes including claims for violation of employment or consulting agreements and breach of implied covenants. The lawyers in our Directors & Officers Liability Practice Group have successfully represented employers in resolving such contract disputes where the lawsuit was either quickly resolved or avoided altogether. Where suits are based on wrongful termination, discrimination, defamation and whistleblower claims, among others, we work collaboratively with our Labor & Employment attorneys to mount an effective and cohesive defense to these matters, and offer risk management guidance to avoid such suits in the future.
Business tort claims can arise in any commercial context and across all industries. Competitors, as well as insiders, are often the source of litigation against officers and directors. Our attorneys represent directors and officers in business tort matters including tortious interference with contract, fraud, breach of fiduciary duty, defamation, mismanagement and usurpation of corporate opportunities. Given the disruptive nature of these suits to business operations, we work closely with our corporate clients to achieve their objectives and successfully resolve such matters with minimal business interruption.
