Commercial Transactions & Business Law

Koester Law can represent your company and business in a wide variety of matters such as formation of corporations and limited liability companies, corporate governance, contract negotiations, the sale of assets and interests, the drafting and review of partnership and shareholder agreements and dissolutions, the negotiation and creation of commercial lease agreements, employment agreements, resolution of commercial disputes, construction matters, loans, financings, and the winding down of corporations. We provide client-centered services, aimed at helping our clients’ businesses succeed.

Koester Law advises individuals and companies of all sizes in selecting the best form of legal entity and management structure for their business. We help our clients by drafting and reviewing contracts. We provide clients with practical, “bottom line” analyses and answers in order to assist in making sound business decisions. If you need support in developing policies, procedures, plans and agreements concerning your  employees  and  independent contractors, our lawyers can help you. And as your business changes, we can also assist you through these transitions by facilitating sales, buy-sell arrangements, succession plans, and dissolutions.

One of the most important services we provide our business clients is to help them incorporate litigation avoidance strategies into their  business  planning.  Regardless of an organization’s size or prominence, legal problems affecting financial status and reputation require practical solutions. This has become more important  than ever with instant electronic messaging and social media. Our lawyers view our clients’ legal problems as business problems, and work creatively to solve them.

If you are just starting up, moving, relocating or opening up in New Jersey, in the middle of operations, or dissolving a business, feel free to contact one of our experienced business law attorneys to discuss any questions or concerns you might have.

Koester Law’s business and corporate expertise helps business owners to assist in the day-to-day management of their businesses as well as more complex issues. The issues range from formation of a business, preparation of operating or shareholder agreements and transactional work, to complex litigation.

The firm’s commercial, transactional and business practice areas include:

  • Business organizations
  • Formation of limited liability companies, corporations and partnerships
  • Shareholder and LLC member voting agreements
  • Operating agreements
  • Partnership agreements
  • Medical and professional practice agreements
  • Business entity selection
  • Domestic corporations
  • Letters of intent
  • Contract negotiations
  • Non-disclosure agreements
  • Confidentiality agreements
  • Trade secret and intellectual property  agreements
  • Tenant in common agreements
  • Asset purchase agreements
  • Buy/sell agreements
  • Buy-out and earn-out agreements
  • Succession planning, including coordination with estate gifting
  • Business valuations and appraisals
  • Reorganization, dissolution or winding down
  • Employment management and consulting contracts
  • Vendor contracts
  • Insurance agreements
  • Commercial real estate leases
  • Business   loan and financing agreements through lenders and banks
  • Small business loans and business startups
  • Equipment financing and leases
  • Employment contracts
  • Non-compete agreements
  • Non-solicitation agreements
  • Licensing agreements
  • Franchise agreements
  • 1031 tax-free exchanges
  • Covenants and restrictions
  • Mediation and arbitration

Koester Law has represented numerous and diverse business enterprises and industries, from well-known local and national chain restaurants to aerospace manufacturers, from one person pharmaceutical/telecommunications  consulting firms to businesses with several hundred employees and multiple locations and properties, from local residential subdivision developers to regional sports complexes, from contractors, builders and developers to shopping plaza owners, from software developers to salvage yards, from fuel oil and gas supply companies to electricians and landscape companies, from churches to auto body shops, from cell tower developers to mini-mart companies and physician/medical practices to machine tool and die manufacturing facilities.  We offer our clients the legal services and resources of a large law firm with the personal attention and connections that come from having our roots in Northwestern New Jersey for forty years.  Our attorneys have diverse hands-on experience in complex transactional matters, which allows us to provide our clients with tailored services and solutions to meet their specific legal and business needs.

Sales and Acquisitions. Koester Law’s attorneys handle asset purchases for businesses of all sizes.  We are regularly called upon to negotiate and structure joint ventures and asset and equity sales.  We represent clients in all aspects of these transactions, including drafting and negotiating agreements, due diligence, assisting on tax matters and regulatory compliance, reviewing and preparing closing documentation and conducting closings. We often approach these matters as a team approach working with client CEOs and presidents, chief financial officers, controllers and outside accountants.

Buyouts and Transfers. We work with clients to structure and close ownership transfers in the context of buyouts in closely­ held businesses, business successions in family-owned companies, enforcement of buy-sell agreements, and business disputes and dissolutions. Additionally, in order to prepare for the foregoing contingencies, we assist business owners in drafting and implementing buy-sell and other shareholder voting agreements.

Financing. We review, negotiate and prepare financing and lending agreements and documentation necessary or incident to capital formations, and business, asset and real property acquisitions, including loan agreements, commitment letters, pro formas, promissory notes, debt instruments, mortgages, security agreements and UCC financing statements. We are also routinely asked to review and prepare agreements and documentation for equipment purchases, leasing, and financing, including equipment.

Real Estate Transactions and Leasing.  We counsel and represent clients with respect to all stages of real estate acquisitions, including sale and purchase transactions, as well as tax-free exchanges.  We also negotiate and draft commercial leases on behalf of landlords.