Corporate Counsel

Outside Corporate Counsel
The attorneys at Panitz & Kossoff, LLP perform all the legal services a small to mid-size corporation needs as if we were solely retained as in-house corporate counsel, only without the incumbent salary burden. Most of our clients retain us at a third of what they would pay to have a full-time attorney on staff. We pride ourselves in quick response to a client’s business needs, including but not limited to negotiating and drafting contracts, leases, and employment agreements.

Business Formation and Entity Structuring
At Panitz & Kossoff, LLP, we strive to develop long term relationships of mutual respect and trust with our business clients. As outside corporate counsel, we can advise you on the correct business entity for your company, i.e. an "S" corporation, "C" corporation, LLC or other entity. We take the time to explore the legal and tax implications of each structured entity, as we recognize no two businesses are exactly alike. We will then prepare the necessary articles, bylaws, operating agreements and all other instruments required to comply with state, federal and local statutes and ordinances, including obtaining tax identification numbers and ensure that all these documents are properly filed with the respective government agency.

Mergers, Acquisitions & Reorganizations
Our Mergers and Acquisition Planning attorneys have decades of experience providing strategic, innovative legal services for complex corporate transactions. Informed, experienced, and responsive counsel is crucial to effective deal-making, whether our client is the acquiring company or the acquired company. Our tax background ensures that the tax ramifications of mergers and acquisitions are always considered and the tax burden is minimized. Clients that are looking to sell their corporation use Panitz & Kossoff, LLP to negotiate the best terms of the sale including capital gain considerations. As outside corporate counsel, we also guide our clients through the maze of government regulations involving these complex transactions. The Merger and Acquisition Planning attorneys at Panitz & Kossoff, LLP provide expert guidance to business owners and senior management, enabling them to negotiate with confidence.

Private Placement Memorandum
The preparation of a Private Placement Memorandum is desirable for a company – and required for legal compliance in some circumstances -- when selling stock or other securities to raise additional capital for expansion. A Private Placement Memorandum discloses information about the company and its business to prospective investors – most critically, the risk factors involved in making an investment in the company. Preparation of a Private Placement Memorandum is a prerequisite to obtain exemption from various securities laws that would be prohibitive. If not prepared, or prepared improperly, investors may demand a refund of their capital, and civil and criminal penalties may result.

Shareholder Purchase Agreements and Buy/Sell Agreements
High hopes and optimism reign when people are founding a business or enterprise. This is the best time, when partners are most amenable, to develop a shareholder cross purchase agreement or a corporate buy/sell agreement. When a partner dies, becomes disabled or simply wants to move on to a new venture, without a proper agreement in place, shareholder disputes arise and costly litigation may ensue. To avoid these possibilities, we prepare the appropriate agreement to anticipate both the eventualities and the funding of these types of events.

Corporate Tax Counsel

Corporate Tax Planning
The corporate tax planning attorneys of Panitz & Kossoff, LLP help our clients minimize corporate tax exposure and assure compliance. With our tax planning assistance, clients can maximize tax advantages to their growth planning. The Internal Revenue Code is a large rule book to a complicated game. Our tax attorneys are experts in the tax laws and provide strategic planning to minimize future tax consequences.

Tax Strategy and Implementation
The tax strategy group at Panitz & Kossoff, LLP offers strong technical and planning skills in a variety of tax areas, including those affecting regular "C" corporations, consolidated groups, as well as pass-through entities (including LLCs, limited partnerships, "S" corporations, and trusts). In each case, members of the tax group combine experience with a passion for technical proficiency to provide creative yet practical solutions to our clients' problems. Our tax strategy group focuses on the development of tax-advantaged structures for complex business situations and the identification of pragmatic solutions to difficult tax situations. Over the years, clients of the firm have realized millions of dollars in tax benefits because of our early and continuous involvement in strategy development and implementation.

Tax Opinion Letters
Panitz & Kossoff, LLP’s corporate tax planning attorneys assist our clients in tax planning for the future. One important way we do this is by preparing tax opinion letters to show that their activities are operated according to IRS regulations. A tax opinion letter serves as an important evidentiary function to show compliance with IRS regulations according to the opinion of an expert.