Commercial Litigation

Commercial Litigation is the process of taking legal action in regards to a business transaction. Typically, commercial litigation is the most common avenue to settle a business dispute. This area of practice can encompass a vast arena of cases, from single issue temporary injunction cases, to massive multi-million dollar complex contract disputes. Legal advocacy in business can create uniquely tailored strategies to resolve disputes in the most advantageous ways to best help your company. Whatever the best avenue to accomplish the goals of the client, whether that is a temporary restraining order (TRO), antitrust and competition, mediation, arbitration, contract litigation or enforcement. Bringing an action based on a third-party’s interference with a business contract, or hindering performance of a contract, or usurping a corporate opportunity are all recoverable. The sphere of commercial litigation also encompasses disputes regarding intellectual property. Whether that be the misuse of any; patent, copyright, trademark, trade dress, and service marks, with any issue concerning misuse or misrepresentation. Additionally, agreements limiting competition or disputes in licensing of intellectual property may all be resolved under the umbrella of commercial litigation. There is significant bodies of both federal and state law that grant financial recovery for business and individuals against other companies for deceptive trade practices and fraud. Additionally, financial recovery to businesses may also include recovery for breach of confidential or proprietary trade secrets, from either former employees or business competitors. Commercial litigation can be used to protect any party at any level of a complicated business transaction, starting with investors, through manufacturers, developers, distribution at all levels and even down to the final consumer of licensee. All matters concerning securities law may be included in commercial litigation. Specifically, matters regarding manipulation of stock prices in all sizes of companies, small closely held corporations up to multi-national conglomerates, including misappropriation of bonds, mutual funds, of both publically or privately traded companies. Commercial litigation does not have to be a high-stakes and risky strategy, by having a qualified team of skilled attorneys that are proficient in the specified area, will drastically reduce any business’s potential liability or exposure. No aggrieved party should be deprived of proper relief for fear of damaging their business.

Commercial litigation is a staple of the modern business climate, especially in New York. Client’s need to be assured that their rights will be asserted. The most critical aspect to effective representation in commercial litigation is providing a thoroughly researched and nuanced litigation strategy specifically tailored to the client’s unique goals.

Purchasing a business in the correct manner can be a difficult decision. Typically potential buyers are confronted with the decision of whether to purchase assets of the business or the stock of the business entity. It is important for individuals to seek a qualified attorney who is an expert at dealing with such transactions. An asset purchase involves buying the sum of the company’s assets, which may include buildings, inventory, equipment, or vehicles. Whereas a stock purchase is purchasing solely the stock of the company being sold.

Asset purchase instead of stock purchase allow the buyer to specify the liabilities and debts which they are willing to assume and eliminate the liabilities which they do not want to assume. Also, by purchasing assets as opposed to stock, the buyer avoids any issues with minority shareholders refusing to sell their stock. Asset purchase is a much simpler transaction in which the buyer can avoid dealing with any securities law and forced to comply with rigorous state and federal regulations. A buyer may favor an asset sale because they would be entitled to depreciation or amortization deductions on the purchased assets with the purchase price of assets as their cost.

On the other hand a stock purchase may be the preferred transaction being it could qualify as a tax-free reorganization. Whereas an asset sale there would be tax on the purchase of each corporate asset. For the purchase of larger companies a stock purchase may be preferable, in that each asset of the selling company would not need to be retitled in the name of the buyer. As well as, the stock transaction buyer can obtain the seller’s non-assignable contracts, leases, permits and licenses without consent of the other party in the contract. However, a stock sale the buyer assumes all the debts and liabilities of the seller. The seller of a business likely favors a stock sale, being it entitles them to pay capital gains tax on the sale as opposed to state income taxes, which would be much higher.

It is crucial in any sale of a business that each parties rights and obligations are protected. It is important that expert counsel advises the clients on all the hidden nuances and all tax implications, forming the correct corporate structure and transaction form will put the business on track for success. We are able to handle large merger and acquisition business transactions, complicated transfers when the target company becomes a wholly owned subsidiary of the purchaser, and even down to the smallest sale of assets for a sole proprietorship. We are competent and qualified in all areas of business transaction purchase and assets sales.