GUIDING BUSINESS ON
A PATH TO SUCCESS
Ball Janik LLP’s Finance and Corporate practice grew out of our extensive Real Estate practice and now encompasses a wide range of business services. We assist clients with entity selection, formation and maintenance, capitalization and financing, business and tax advice, acquisitions, and reorganizations. Our attorneys provide pragmatic business advice firmly grounded in their knowledge of corporate and securities law, contracts, taxation, and employee relations issues. We also cultivate industry-specific knowledge that gives us special insight into the challenges faced by our clients. These skills have made us valued counselors to businesses in diverse industries, including finance, technology, health care, forest products, media, real estate development, food service and hospitality, distribution, retail, and construction.
No matter the issue or industry, our bottom line is the same: To understand our clients’ business goals so that we can guide them successfully through even the most complex challenges.
DEPTH & EXPERIENCE
We advise clients on licensing and insurance matters required for practice in the Pacific Northwest, including compliance with laws affecting developers and contractors. For example, we have advised clients who are interested in developing projects on Oregon’s contractor licensing and payment laws, which affect those who develop or redevelop property with intent to sell, even if they hire general contractors to perform the actual work.
Debt and Equity Financing
We represent both borrowers and lenders with loan documentation ranging from small unsecured loans to large syndicated and participating loans. We have experience in the representation of borrowers in structured finance transactions involving complex joint ventures with equity from institutions and high net worth individuals, mezzanine debt, and traditional senior debt. We have gained a broad lens through which to view debt and equity transactions through our representation of regional banks and private lenders as well as borrowers. We also represent our lender and borrower clients in loan workout transactions.
We advise our business and non-profit clients in all areas of employee relations, working closely with our Employment attorneys. We provide counsel on discrimination issues, layoffs and plant closures, disability and accommodation issues, and application of the company’s forms and employment policies. We help our clients minimize risk by negotiating and drafting employment contracts and separation agreements, as well as agreements that protect the organization’s trade secrets and intellectual property. If litigation develops, we are able to seamlessly transition a matter to our highly skilled and experienced Employment attorneys.
We assist real estate developers and start up and existing businesses in selecting the appropriate entity or entities to meet their needs and in filing, drafting and negotiating all entity documents including articles of incorporation, bylaws, operating agreements, partnership agreements, corporate resolutions and stock certificates. We have drafted a range of governing documents from simple, single-member, limited liability company operating agreements to complicated joint ventures between developers and institutional equity investors. We also advise clients on S-corporation and tenancy-in-common requirements and assist our real estate clients with fund formation.
Attracting and retaining executive level talent is a growing challenge for businesses, as well as for our trade association and non-profit clients. We routinely provide advice and technical assistance on issues relating to executive compensation and fringe benefits and have helped our clients with executive deferred compensation programs, supplemental retirement plans, incentive compensation plans and severance pay agreements.
Every private and non-profit corporation, and its officers and directors, face potential legal risks as they carry out the activities of their organization. Our Finance and Corporate attorneys help clients assess the type and scope of insurance coverage they need and make recommendations that will protect both individuals and the enterprise as a whole. We have knowledge in a wide range of insurance coverages, including D&O and E&O policies, title insurance, insurance on real property and environmental liability coverage.
For our clients seeking liquor licenses for the wholesale or retail (on-premises or off-premises) sale of alcohol, we are able to manage the entire licensing process and provide strategic advice to assist our clients in navigating what can seem at times to be an inescapable bureaucratic maze.
Private Real Estate Offerings
We guide our real estate clients through securities issues including general solicitation rules, exemptions from registration, and disclosure requirements. We assist with the preparation of private placement memoranda, prepare subscription agreements, and process exemption filings in various jurisdictions.
The core of our business and corporate practice is the drafting and negotiation of the virtual myriad of contracts that implement the day to day activities of the business world.
Beyond preparing ubiquitous off-the-shelf form software license agreements, we guide our clients through the process of negotiating and implementing transaction specific licensing arrangements, including software licenses, trade name and brand licenses, and an ever-expanding array of intellectual property licenses.
We assist our clients in the preparation and negotiation of an almost unlimited variety of service contracts, including: architectural, engineering and construction contracts; asset, hotel and property management agreements; labor, employment and independent contractor agreements; and consulting and professional services contracts.
We provide clients with both transaction specific and form documents for the production, distribution, purchase, sale and delivery of goods at both the wholesale and retail levels.
Reorganization and Restructuring
Our attorneys have guided clients through just about every conceivable form of reorganization and restructuring, and with primary client motivations covering a very broad spectrum that includes tax avoidance, risk management, financing requirements, capital needs, elimination of rogue shareholders, to name just a few.
Reorganization and Recapitalization Transactions
Our attorneys assist clients in many reorganization scenarios, including recapitalization transactions that involve the placement of preferred equity, internal cash calls, insider loans and the issuance of stock, options, warrants, and convertible debentures
We regularly represent clients in the planning and implementation of internal restructuring transactions, including spin-offs, split-ups, roll-ups, control group mergers and the formation of bankruptcy remote structures to facilitate asset specific financing transactions.
We assist owners (including tax-exempt owners) and developers in structuring transactions to minimize and defer taxes. Our tax-related services include choosing the appropriate form of ownership entity, optimizing ownership and financial structures, structuring financial and contractual relationships between service providers and capital investors, and identifying tax-minimization opportunities in valuations and cost allocations. We also assist investors in troubled real estate projects with planning exit strategies to maximize the tax benefits of their losses.
We advise both S corporations and C corporations on a broad array of corporate matters, including stock options, reorganizations, income and capital gains taxation, and executive compensation.
We represent clients in highly sophisticated partnership and joint venture transactions, providing advice on key partnership tax issues such as profit and loss allocations, disregarded entities, carried interests, tax elections, disguised sales, related parties, passive activities, recourse and non-recourse partnership financing, capital accounts and contributions, so called “mixing bowl” transactions, as well as the numerous other complexities and traps that are unique to the world of partnership taxation.
Real Estate Taxation
We assist clients in understanding the numerous tax issues that arise in real estate transactions, including tax deferral through like kind exchanges and involuntary conversions, capital gains and exclusions, dealer/developer taxation, passive activity loss limitations, transfer taxes and the tax implications of foreclosure and cancellation of indebtedness.