Business Sales and Acquisitions
A primary focus of the Harper Firm's legal practice is representing
business owners in merging, selling and acquiring companies. Maximizing
return and minimizing risk to our client are our foremost objectives.
We counsel business owners through each step of the numerous and
often difficult legal and practical aspects of buying or selling
a business which includes:
Conducting thorough and appropriate due diligence;
Determining the proper structure of a transaction;
Negotiating letters of intent, definitive agreements and financing;
Complying with the rules and regulations of governmental agencies;
Advising business owners regarding their fiduciary duties to
other owners, employees and others;
Addressing business owners about labor and employment issues
related to the transaction; and
Providing tax analysis and planning for the most favorable tax
consequences to the client.
Corporate Formation and Contracts
The Harper Law Firm's clients, both large and small, rely on us
for a full range of corporate legal services. The firm handles
the countless issues that arise throughout the life span of a
business such as choice of entity, corporate governance, shareholder
rights, fiduciary duties, capital formation, and operating and
buy-sell agreements. The Firm's team of professionals regularly
attends and advises clients at special and regularly scheduled
shareholder and board meetings without charge, as a courtesy,
which keeps the Firm abreast of the rapidly growing business needs
and challenges of its clients.
The Harper Law Firm prepares and negotiates commercial contracts
in a variety of areas. A few examples include purchase and sale
agreements, commercial and residential leases, property management
agreements, sale and service agreements, internet and website
agreements, promissory notes and deeds of trust, security agreements
and employment agreements. We respond quickly and meet critical
deadlines which often affect the success of your business.
The Harper Law Firm advises its clients on the creation, maintenance
and defense of intellectual property including copyrights, trademarks,
advertising, trade secrets, unfair competition and trade practices,
non-compete agreements, royalties, licensing and franchising,
antitrust relating to intellectual property, insurance coverage
for intellectual property, cybersquatting, defamation and intellectual
property on the Internet.
We have negotiated, prepared and enforced a wide
variety of intellectual property related agreements including
licenses, assignments, consulting agreements, employment contracts,
confidentiality, and joint venture agreements. Our work includes
domain name disputes; unfair trade practice and competition issues;
protection of trade secrets, including employment issues; enforcement
of and defense against claims of infringement of intellectual
property rights; transfer of intellectual property assets in mergers,
acquisitions and sales of businesses; and intellectual property
disputes, including litigation.
The Harper Law Firm is on the cutting edge of this emerging commercial
field. We counsel clients in many different industries who sell
services and products over the Internet on numerous legal issues
including taxes, licensing, government regulation, contracts,
and intellectual property.
Labor and Employment Law
The Harper Law Firm counsels business owners and management regarding
all phases of employment-related matters from hiring through post
termination. Some of the legal issues with which the firm's lawyers
are regularly involved include: wrongful discharge; retaliatory
discharge; state law claims such as defamation, tortious interference
with contracts, breach or enforcement of employment and non-compete
agreements; workers' compensation; The Americans With Disabilities
Act; employee handbook compliance; wage and hour laws; medical,
disability, and family leave; employee benefits; affirmative action;
OSHA; discrimination and civil rights; background and credit checks;
use of polygraphs; military leave; and claims arising under employee
benefit plans and the regulation of those plans.
Our attorneys evaluate our clients' current labor
and employment circumstances and develop and document changes
necessary to bring the client into legal compliance. We subsequently
monitor our clients' labor and employment circumstances on an
ongoing basis to assure continued compliance.
The Harper Law conducts in-house training of owners,
supervisors and employees to avoid claims, charges and lawsuits.
We also have experience creating incentive plans to motivate and
retain key employees. We provide advice in developing and improving
programs designed to enhance constructive employee relations and
avoid union organizing efforts.
When necessary, the Harper Law Firm will champion
its clients' rights in court before administrative agency in defense
of unfair labor practice charges and litigation involving employment-related
issues. We have broad experience in defending government agencies
against Section 1983 violation claims.
Land developers, landlords, tenants, lenders and landowners look
to the Harper Law Firm for a variety of real estate transactions
such as property acquisitions and sales, project financing, contract
negotiations, joint ventures, ownership entities (selecting and
registering ownership forms such as limited liability companies
and S corporations), tax advice, leasing, zoning issues and regulatory
compliance. Our attorneys are experienced in all phases of negotiation
and documentation of commercial real estate leases, including
office, shopping center, warehouse and free-standing building
leases. We also have advised and represented banks in connection
with real estate secured loans.
The Harper Law Firm offers representation to clients regarding
private equity financings, broker-dealer compliance, NASD registrations,
and mergers and acquisitions. We vigorously defend parties to
securities transactions in customer and industry disputes in arbitration
and in court.
Trusts, Estates and Wills
The Harper Law Firm provides will and estate planning services
to individuals and families. Our attorneys draft and probate wills
and donations and counsel closely held business owners on transferring
assets from one generation to the next.
Long-Range Business Planning
Long-range business planning has two primary goals: to maximize
the value of the business over time and to prepare for the inevitable
transfer of the business by the current owner's sale, retirement,
or death. The Harper Law Firm assists clients achieve their goals
numerous ways such as determining the best corporate form and
structure under which to operate, creating incentive plans to
motivate and retain key employees who may eventually become purchasers,
and identifying, negotiating and documenting successful contracts.
And whenever the time arises, the Harper Firm assists in planning
for the transfer of the company at the minimum tax expense.