Attorney Philip A. Nicolosi has guided numerous closely-held and family owned businesses and their individual owners with a variety of legal matters. This guidance has spanned the entire business growth cycle from entity organization and funding to asset/equity interest sale or business dissolution. Mr. Nicolosi serves as a trusted advisor to shareholders and partners and members in their roles as corporate directors and/or officers, managing partners or LLC managers.
Mr. Nicolosi understands the need to provide legal services that further the strategic objectives of the business while simultaneously accommodating the personnel, familial, and estate planning goals of the business owners. This includes an in depth knowledge of the alternative legal frameworks available for organizing a business and knowledge of the means by which ownership and management succession can be effected (including trust law and mergers and acquisitions). We also routinely work closely with our business owner’s tax professionals to assess tax consequences of each strategic acquisition or succession.
Owners in closely held companies are generally subject to heightened fiduciary duties to one another, which may preclude structural actions or other major transactions. Attorney Philip Nicolosi recognizes these differences and has successfully guided business owner clients in their roles as directors, officers, managing partners and LLC managers.
Shareholder & Partner/Member Disputes
The relationship between equity owners is critical to the success of any ongoing business. When disputes arise among business owners, understanding rights and obligations under applicable shareholder’s agreements, operating agreements, limited partnership agreements, etc. becomes critical. Attorney Nicolosi has helped business owners disassociate from their respective entities smoothly and with as little disruption to the business activities as possible. Often, many ownership conflicts arise based upon claims of breaches of fiduciary duties by an owner in his or her capacity as a director, officer or manager of a corporation or LLC. We have guided both shareholders and LLC members representing minority interests and shareholders/members who are majority interest holders and/or who may be an officer, director or manager of the LLC in defense of breaches of fiduciary and contractual duties to the business and other equity owners. This has included successful mediation where possible avoiding costly litigation.
Attorney Phil Nicolosi focuses on core business and transactional legal matters, giving his clients the insight and experience necessary to help navigate issues minimizing the overall impact to their businesses.
Equity Interest Transfers
Sale or transfer of corporate stock and LLC membership interests are common occurrences for many businesses. Unique regulatory and tax concerns can arise which must be carefully examined in addition to the restructuring of the business equity structure resulting from the sale/transfer. I have guided numerous business owners through the process of both acquiring, transferring and/or selling their equity interests.
The importance of stockholder agreements, operating agreements and other agreements memorializing the relationship between business owners cannot be understated. Less experienced law firms simply don’t understand the myriad of present and future issues that demand careful planning of these critical documents. Tax and creditor concerns demands proper strategic planning of the most important governing documents. Philip A. Nicolosi possesses over 15 years of experience drafting, reviewing and advising business owners as to their rights and duties to their respective businesses.
Terminating a business may become necessary for a variety of reasons. Properly winding down business affairs is critical to ensure an orderly distribution of any remaining assets and satisfaction of remaining liabilities. I have helped numerous shareholders, partners and LLC members dissolve their respective business entities and dispose of their equity interests.