Corporate & Business Law

Business Law

The attorneys in our Business Division combine legal expertise with business experience to meet all of the needs of our business clients.  Our representation is designed to provide sound legal advice grounded in basic business concepts to assist you in every aspect of your business.  From helping you through your company’s formative stages through providing legal services in business litigation, RCMTZ is prepared to provide quality legal assistance in the following areas:

-        Business Entity Formation:  Starting a new business can be a challenging experience without the assistance of experienced practitioners.  Our attorneys can help you decide on the type of business entity you should use as well as the state in which your company should be filed in order to minimize potential liabilities while giving you the flexibility you need to run your business. Our experience extends to:

  • Limited Liability Companies
  • Corporations
  • Partnerships
  • Sole Proprietorships

We will guide you through every step of the business formation process, including the drafting of operating agreements, the construction of bylaws, the formation of shareholder agreements as well as the registration of required paperwork with appropriate government entities. Once your business has been appropriately formed and registered, we remain available to provide ongoing legal and business advice to you and your business as it continues to grow.

-        Business Transactions: The specifics of ownership and financing provide some of the most vital aspects of the continued success of you and your business. Our Business Division has extensive experience in representing and counseling clients in both buying and selling business interests.  Whether you are looking to establish or end an investment or ownership interest in a business, we can ensure that your interests are being protected.

-        Business Financing: Our experience is at your service in negotiating and acquiring short and long-term financing for your business.  We understand that ensuring that your company has sufficient financial assets to begin or continue operations and projects in this tumultuous economic climate is a critical issue.  Allow us to assist you in building financial relationships that are an appropriate fit for your business.

-        Corporate Governance: Ensuring that a company, its owners, its management and its employees comply with the company’s regulations and applicable laws is a critical part of ensuring the company’s continuing success.  Our attorneys can provide counsel for forming a board of directors, resolving deadlocks, preventing self-dealing by owners or employees, ending compensation issues, and negotiating and drafting executive employment agreements.  We also provide representation for executives who are in the process of joining or departing a company.  Finally, we can assist in navigating legal issues such as ensuring compliance with the Sarbanes-Oxley Act or resolving qui tam actions.

-        Contract Review & Formation: Our firm knows that a good contract is a business’s first line of defense from legal problems.  Allow us to assist your company in drafting and reviewing contracts, negotiating invoice terms and conditions and creating finder’s agreements, royalty agreements, noncompetition agreements, and nondisclosure and confidentiality agreements in clear, concise, and understandable language.

-        Construction Law: Our lawyers represent design professionals, construction managers, general contractors and subcontractors in connection with all aspects of the construction industry both within and outside of Ohio.  RCMTZ has experience representing clients in a variety of different matters, including insurance claims, product liability, contract disputes, labor and employment matters and environmental risk assessments.

-        Family/Closely-Held Business Law:  The challenges facing small and closely-held businesses are frequently very different from those facing larger companies, often requiring navigation of difficult issues such as family conflicts and business succession planning.  At RCMTZ, we are proud to represent many businesses which are owned by families or small groups of owners.  Whether your needs range from business formation to conflict resolution, from contract negotiation to debt collection, our firm can assist you.  With a wealth of experience to draw from, let us focus on your company’s legal issues so you can focus on keeping your business running smoothly.

-        Tax Savings:  Tax issues, from avoiding potential penalties to increasing savings, can be a major concern for any business owner.  In addition, the selection of the type of entity you want your new business to be has a major impact on your personal and business taxes.  Our attorneys are experienced at resolving tax concerns related to the creation, purchase or sale of a business entity as well as a company’s regular operations.

Mergers and Acquisitions

The chance to grow your business through the acquisition of or merger with an existing company is one of the most exciting opportunities an owner can have.  However, that opportunity is also often one of the most challenging and complex procedures that you will undertake as you run your business.  At RCMTZ, ensuring that you and your business are stable and financially secure is our biggest concern.  Rather than being daunted by the legal and business challenges of acquiring or joining with another company, let us assist you through the process, including in the following areas:

-        Mergers: Successful mergers require the intertwining of two companies, their business structures, their employees, their management, their operations and procedures and their finances.  Our firm can provide you with the due diligence required to ensure that you have the information you need to make sound business decisions related to the merger, as well as provide the legal services and coordination necessary to ensure the integration process flows smoothly. 

-        Acquisitions: RCMTZ is eager to assist you in starting or expanding your company’s operations through the purchase of an existing company.  Our firm provides the confidentiality, professionalism and experience necessary to locate, evaluate and purchase a target that meets your needs.  While the acquisition of an existing business can involve complex issues, RCMTZ can provide the due diligence and preparation necessary to allow you to focus on what is most important – the health of your business. 

-        Sales: The decision to sell all or part of your business is not one that should be made either quickly or lightly.  At RCMTZ, our attorneys are available to assist you with every step of the selling process, from initial decision-making to finalizing the deal.  We will assist you in coordinating the experts you need to properly value your company, vet potential purchasers, draft required documents, negotiate terms and maximize your returns on the sale.

-        Negotiations: Negotiations with a potential business partner are a delicate task that requires extensive preparation and careful execution.  Our attorneys have both the training and the experience to ensure that negotiations go smoothly.  Allow us to guide you through the necessary preparation, the actual negotiations, the drafting of terms acceptable to your company, and the finalization of the deal.

-        Ownership, Operations and Governance: The combination of several existing business entities often raises issues regarding the ownership, management and regulations which will govern the combined business.  RCMTZ can assist in drafting or revising shareholder agreements, operating agreements, bylaws, articles of incorporation, company policies and procedures and employment contracts to assist in easing the merger process.

-        Valuation: Ensuring the effective valuation of a company is one of the most critical aspects of the sale, acquisition or merger of a business.  RCMTZ can assist you in finding the experts necessary to properly value a company’s worth, or ensure that your company has procedures in place which provide for the proper valuation of its assets upon sale or transfer.

-        Business Succession Planning:  Privately held businesses will eventually change hands upon death, sale or other transfer.  Ensuring that your business transfers to the appropriate party and in the manner that you desire is an important aspect of planning your company’s future.  Our firm can provide you with assistance in deciding how your company can be transferred, who it can be transferred to, and what steps should be taken to resolve disputes, maximize value and anticipate tax issues.