Our attorneys have in-depth knowledge and experience in a variety of industries, including manufacturing, construction, retail, banking, franchising, high-tech, distribution and many others. We work with companies in the St. Louis region, throughout Missouri and around the country.

Business Formation and Strategy

The “choice of entity” decision is one of the most important decisions facing business owners. Choosing the proper business structure to initiate a business enterprise or effect an acquisition of real estate requires analysis of various factors. Our attorneys assist businesses and individuals in advising of the pros and cons associated with various business entities for their business purposes, including partnerships, limited liability partnerships, limited liability companies and corporations.

Business Succession Planning

Control and ownership succession can be difficult to navigate for owners and their families. Our attorneys have extensive experience in developing strategies to ensure the smooth transition of ownership and control and help to ensure the continuity of the company. Shareholder agreements, buy–sell agreements, voting trusts, ESOPs and irrevocable trusts are just some of the techniques our corporate and estate planning lawyers use to help our clients navigate these complex issues.

Commercial Agreements

Companies rely on commercial agreements to protect their interests and ensure the success of their business, such as:

• Supply Agreements
• Distribution Agreements
• Manufacturing Agreements
• Non-disclosure and Non-compete Agreements
• Sales Representative Agreements
• Licensing Agreements
• Government Contracts
• Independent Contractor Agreements
• Leases
• Intellectual Property Licenses
• Employment Agreements

Our attorneys have extensive experience in drafting and negotiating all such agreements for businesses large and small.

Dispute Resolution

We believe that many business disputes can be avoided with appropriate planning and forward-thinking legal representation. In the event a dispute arises, we counsel our clients on alternatives available to resolve such disputes promptly and economically.  Our attorneys regularly handle all methods of dispute resolution, including, but not limited to, preliminary negotiations, mediation, arbitration and litigation.

Employment Law

Our attorneys routinely represent employers and employees in negotiating, drafting and enforcing employment agreements, deferred compensation arrangements, and restrictive covenants such as non-competition and non-solicitation provisions. We also assist clients in structuring equity compensation structures such as incentive stock option plans, restricted stock plans, non-qualified stock option plans, phantom equity / bonus plans, profit(s) interests, and carried interest arrangements.

Intellectual Property

Our attorneys represent both licensors and licensees in connection with patent, trademark and copyright licensing agreements involving a variety of industries:

• Software
• Gaming
• Healthcare and Medical Supplies
• Surgical Products
• Mechanical and Electrical Products
• Consumer Goods
• Business Processes

International Business

Selling products and services in foreign countries raises multiple issues, including:

• Taxation
• Commercial Finance
• Employment
• Customs
• Product Labeling
• Licensing
• Intellectual Property
• Contracting and distribution
• Repatriation of funds

Our attorneys assist clients with selecting, coordinating and managing relationships in foreign jurisdictions to offer their products and services for sale and advise clients in developing and executing an effective international business strategy.

Joint Ventures

Our attorneys play a vital role in planning, structuring, negotiating and documenting all types of complex business partnerships, joint ventures and/or other strategic alliances. Our advice explores the tax, accounting, legal and business needs of our clients to help maximize the anticipated return from the contemplated relationship.

Our extensive experience enables our clients to secure favorable provisions pertaining to the proposed relationship, including:

• The amount and type of initial and/or additional capital contributions required
• The value of any property and/or services to be contributed
• The allocations of profits and losses, together with the timing and manner of distributions of cash flow
• Management structure
• Applicable transfer restrictions
• Buy-sell provisions
• Dispute resolution provisions
• Dissolution and termination provisions

Uniform Commercial Code (UCC) & Secured Transactions

Our attorneys routinely advise lenders and borrowers on complex matters relating to the Uniform Commercial Code and secured transactions, including:

• Sales
• Leases
• Negotiable Instruments
• Bank Deposits
• Fund Transfers
• Letters of Credit
• Warehouse Receipts
• Bills of Lading
• Investment Securities
• Secured Transactions