Small Business Transactions & Litigation
Our attorneys represent numerous small and medium size business entities in a wide array of litigation matters. On the plaintiff side, our work often consists of filing suit, as necessary, to enforce collection rights or obtain damages for breach of contract. On the defense side, we have substantial experience defending and consulting on employment matters, including age discrimination, sexual harassment and wrongful discharge. We also represent clients in lawsuits involving commercial leases, employment contracts and non-compete agreements.
The firm's business transaction service includes entity registration and formation documents for corporations, partnerships and limited liability companies. Additional work includes contracts with vendors and customers, employment agreements and shareholder/member agreements relating to ownership rights.
Merchant & Kay's business practice includes representation on construction related matters for homeowners, contractors, architects and engineers. Our attorneys have trial experience successfully defending and pursing claims in excess of $1,000,000.00. In addition to litigation, we serve numerous clients through preparation and consultation on contracts ranging from multi-million dollar commercial projects to single family residences. We are able to rely on a well developed network of consulting engineers, architects, and contractors to assist in the evaluation and resolution of construction claims.
We offer a variety of fee arrangements to our business clients, including flat fee, contingent, modified-contingent and hourly billing. We view each matter as if it were our own business. This provides the best results for business clients who need the resources of litigation attorneys to resolve disputes in the most efficient and satisfactory manner possible.
For additional information:
An Operating Agreement for a limited liability company outlines the ownership rules for the company, including voting rights, admission of new members, capital accounts, delegation of duties and elections for taxation. It is an important document to establish that the company is following the required formalities necessary to keep it as a separate entity from its individual owners. This separation allows the individual owners to limit their liability to their interest in the company without exposing their personal assets to the debts and liabilities to the company. Operating Agreements should be established at the commencement of the business formation and amended as necessary throughout the existence of the business.
Bylaws are used for both business corporations and nonprofit business corporations. They contain the rules that direct the operations of the corporation. Adopting Bylaws is one of the first necessary elements for creating a corporation after filing Articles of Incorporation with the Pennsylvania Department of State. The Bylaws establish the rules for shareholder meetings, board of director election and meetings, and transfers of stock. In addition, Bylaws establish the various offices of the corporation, such as president, vice president, and treasurer, and set forth the rules for appointment and termination of corporate officers.
Under Pennsylvania law, employees are considered an "employee at will", which means that an employee may be hired or fired for any reason or no reason at all, absent a violation of a statute or employment agreement. Business entities use Employment Agreements as incentive to attract key employees and provide them with a stated term of promised employment in exchange for certain compensation and other benefits. Employment Agreements are also used to limit an employee's ability to compete with his or her employer during their term of employment and for a reasonable period of time after employment. These provisions are often called Non-Compete Agreements or Restrictive Covenants and are important in competitive business industries where customers develop personal relationships with the employees serving the customer. Employment Agreements can also be used to define and clarify the company's confidential information that cannot be disseminated by employees before and after their term of employment.
A Buy/Sell Agreement or a similar version known as a cross-purchase agreement are used often in small companies in order to provide surviving or remaining owners the opportunity to purchase the business interest of a deceased or retiring business owner. These documents can help in planning how families will distribute controlling interests in the business in the future, provide a market for a minority business interest, and help with estate, gift and income tax planning. An important element in a Buy/Sell Agreement is how the owners decide to value an ownership interest at the time a transaction is necessary for a transfer of their respective interest. These agreements also provide for various options to fund owner buyouts, which include insurance policies, installment agreements and cash.
Agreements of Sale
Agreements of Sale are necessary for the sale of residential and commercial real estate. In addition, they are necessary in connection with the sale of a business, and sometimes the sale of a partial ownership interest in a business or a portion of a business's assets. While most residential real estate transactions are handled with real estate agents using standard forms, it is worthwhile to have an attorney review the standard form to determine if necessary contingencies or other requirements are included in the Agreement. The Agreement of Sale must also deal with prorating prepaid real estate taxes or other expenses paid relating to the property. When used in connection with the sale of a business, Agreements of Sale usually only form part of a transaction which requires other documents necessary to settle all of the issues surrounding a sale, including taxation and employment.
A Confidentiality Agreement or Non Disclosure Agreement, often known as a NDA, is often used in connection with a pending or potential sale of a business so that both parties can promise each other that any information about the business or the purchase terms conveyed to any party will remain private to respective parties. These agreements are also necessary in negotiating certain business transactions for the purchase of materials and services where it will be detrimental to the buyer or seller to have a competitor learn about the details of its products or operations.
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