General Business, Corporate & Employment

Walker Lambe has a long history of representing businesses of all sizes, from start-ups to major corporations. Our attorneys are experienced in the field of business and corporate law and are adept at advising clients on how to structure, operate, grow and exit their businesses while simultaneously protecting their personal and business assets. Our attorneys offer business owners practical legal advice on a myriad of matters ranging from the selection of the most appropriate business structure for start-ups to more complex financing transactions, mergers and acquisitions or joint venture arrangements for larger corporations. Notwithstanding a company’s size, our attorneys routinely serve as outside general counsel, assisting business owners with day-to-day issues ranging from contract drafting and review to more specialized legal matters such as trademark registrations and commercial real estate transactions. Walker Lambe has a history of helping clients with these issues and the many others facing business owners, such as employment and labor issues, executive compensation, franchising and succession planning.

For a more specific look at our services, click the headings below.

Commercial Real Estate

Commercial real estate typically refers to retail properties, office buildings, shopping centers, hotels, warehouses, manufacturing facilities, apartment complexes and vacant land that has the potential for development. Purchasing or leasing commercial real estate is complex. There are many contingencies that can arise and many precautions each party should take. Our firm is experienced in guiding both buyers and sellers (lessors and lessees in lease transactions) of commercial property. We handle all manner of real estate transactions including representation, consultation and negotiation of mortgages, mortgage re-financing, 1031 tax-deferred exchanges, commercial purchase and sale agreements, and leases.

Contract Drafting & Review

Some of the most important documents affecting your business may not be worth the paper they are written on. Have you read the “boilerplate?” What is boilerplate anyway? Do you understand it? How do you change an oppressive provision? What is indemnification and what happens if you can’t meet your obligations?

Our attorneys are experienced at reviewing, drafting, and negotiating contractual agreements. We understand the fine print and thoroughly review the terms of each agreement to make sure your business is protected. We have experience in drafting many types of contractual agreements, including partnership agreements, shareholder agreements, operating agreements, employment and independent contractor agreements, purchase orders, invoices, distribution agreements, non-disclosure agreements, leases, technology licenses, and the like.

Employment & Labor

For employers, an ounce of prevention is definitely worth a pound of cure. While we are ready to assist you when things go wrong, we also want to advise you on how to prevent incidents from happening, to the extent possible, and how to minimize your damages in those unavoidable instances. Having clear policies in place in advance of problems arising or seeking advice before proceeding with an action such as hiring, a reduction in force or a termination can be a tremendous asset to the employer later. Our attorneys routinely advise employers concerning drafting and review of employment agreement, covenants not to compete, confidentiality and trade secret agreements, employee handbooks, drug testing policies, and other employment matters. We are frequently involved in assisting employers with complaints regarding discrimination or harassment, enforcement of employee policies, and personnel actions such as hiring, evaluation, discipline and termination. We handle matters brought before numerous employment-related entities such as the EEOC, the North Carolina Department of Labor, the U.S. Department of Labor, the Employment Security Commission and the State Personnel Commission. We are happy to guide you though the complexities of FMLA, ADA, ADEA, FLSA, USERRA, REDA, OSHA and other parts of the alphabet soup surrounding employment laws today.

Entity Formation & Organization

One of the first decisions facing a new business is the form of business entity – particularly for high growth start-ups poised for venture capital funding or other private equity financing. The decision is based on many factors including the risk associated with the business venture, capitalization and financing objectives, anticipated growth, and tax issues.

We assist clients with the organization of new businesses and acquisition vehicles, including the selection of an organizational structure tailored to meet tax, operational and control objectives. We are prepared to assist you with entity selection, strategic tax planning, preparation of buy-sell, shareholder, and operating agreements, as well as the negotiation of key contractual agreements. We are well-versed in the liability and tax issues associated with sole proprietorships, partnerships, limited liability partnerships, limited liability companies and corporations. Our lawyers can also help professionals, such as doctors, dentists, accountants, veterinarians and attorneys, form professional companies or professional limited liability companies.

Executive Compensation

Our attorneys advise clients regarding all aspects of executive compensation, ranging from the negotiation and drafting of executive employment agreements, to counseling and documentation regarding stock options, bonus and incentive plans, deferred compensation, retirement plans, and various exit strategies.

Financing

The success of most companies, whether they are in the start-up or late-stage phase, is often determined by their access to capital. Capital financing takes many forms and includes debt financing (secured and unsecured), government financing for small businesses, equity financing, and venture capital funding. Our attorneys are experienced in many types of financing transactions, including bank financing, loan negotiations, and asset based financing. The attorneys at Walker Lambe Rhudy Costley & Gill, PLLC have the knowledge and experience necessary to guide you through the process of financing your business.

Franchising

Our firm advises franchisees or purchasers on all aspects of the franchise purchase transaction including review and interpretation of the Uniform Franchise Offering Circular, Federal Trade Commission Rules and Franchise Agreement. In addition, our attorneys possess a keen understanding of the interplay between Federal franchising laws and applicable state law and are poised to guide purchasers through the franchise purchase transaction.

Joint Ventures

Joint ventures are often the vehicle of choice when two or more businesses desire to pool their resources for a limited duration to accomplish a specific business objective. Our attorneys are experienced in the formation of joint venture arrangements, including contractual joint ventures and joint ventures that operate as separate legal business entities such as corporations or limited liability companies.

Mergers, Sales & Acquisitions

Our attorneys are experienced in corporate mergers, including multi-state mergers, business sales and business acquisitions. We rely heavily on our practical expertise and our clients benefit from our extensive experience in structuring, negotiating and closing complicated deals. We have substantial involvement with both “old economy” and “new economy” including telecommunications, manufacturing, technology, food services, medical and dental practices, and financial services.

Succession Planning

We pride ourselves on knowing our clients personally and learning their businesses. We routinely advise our clients on business succession planning issues and exit strategies. Such succession planning strategies include family business succession planning in conjunction with estate planning, employee buy-outs, equity redemptions, and business sales to third parties.

Trademark Registrations & Licensing

Intangible assets, such as trademarks, copyrights, and trade secrets are extremely valuable to a business and should be properly protected. Our attorneys routinely prepare and prosecute state and federal trademark applications, federal copyright applications, assist in the acquisition of internet domain names, draft, review and negotiate agreements pertaining to technology licensing, transfer, and confidentiality, and conduct due diligence in connection with intellectual property rights and transactions.

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