SERVICES

Corporate Law

Business Law Ventures, P.C. started in 1998 strictly as a corporate law firm focusing on basic corporate and business matters such as entity formation, corporate governance, buy sell and shareholder agreements, and preparation and negotiation of contracts.  Today, we still form numerous Corporations for start-up businesses and Limited Liability Companies for real estate developers and investors.  We also have implemented a corporate minute compliance program to ensure that our clients hold and document all mandatory board and shareholder meetings.  Also, we emphasize more than ever the importance of documenting shareholder relationships in buy sell or shareholder agreements.  Our ability to efficiently prepare corporate contracts remains one of our core competencies.

We continue to provide cost-effective business and corporate counsel services to a broad range of clients, from high net worth individuals to early stage companies without in-house counsel to mature companies looking to supplement their current legal staff.  We emphasize our clients’ goals, cultivate long-term client relationships, and utilize our expertise to develop an intimate knowledge of our client’s business.

We serve as outside counsel to small emerging and middle market businesses in the industries of construction, commercial real estate development, renewable energy, medical staffing, printing services, manufacturing, retail, technology, consulting, professional services, politics and lobbying, Indian tribes, and financial management.  For these companies, our services include general corporate counseling, corporate governance, mergers and acquisitions, equity and debt financings, venture capital, capital structuring, contracts, joint ventures, and other business matters.

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Mergers and Acquisitions (“M&A”)

Shortly after our inception, we evolved to a more sophisticated practice with a greater emphasis on mergers and acquisitions.  Since 2003, we have acted as counsel for at least 10 M&A transactions per year.  Our M&A experience is diverse.  We have handled simple transactions such as the stock sale of a small company from one shareholder to another.  We have handled business transactions as small as $300,000 and many simple shareholder buyouts.  These smaller transactions have constituted a good portion of our business and have covered businesses such as landscaping, insurance brokerage, medical, and other small businesses.

In addition to serving small businesses, we have proven the ability to effectively represent our clients in transactions as large as $110 Million.  We have handled transactions that involve multi-billion dollar financial services firms such as Guggenheim, investment banks such as Merrill Lynch and Goldman Sachs, and some of the largest CPA firms in the U.S. such as Price Waterhouse, KPMG, Ernst & Young, and Reznick Group.  On these high level transactions, we have successfully negotiated with some of the largest law firms in the U.S. such as K&L Gates, Orrick Herrington, Manatt Phelps, Thacher Profitt, Sheppard Mullin, Winston Strawn, Morrison Foerster, and others.

We have negotiated numerous M&A transactions for both buyers and sellers, in taxable and tax-deferred transactions, asset purchases or stock purchases, involving payments in cash, stock, and/or debt. We handle all aspects of the representation, from advising on the structure of the transaction, driving a comprehensive due diligence process, negotiating the deal terms, and drafting the definitive agreements.

Our clients range from individuals who wish to retire to businesses pursuing strategic initiatives or vertical integration.  Our transactions often involve financial institutions, investment banks, and transaction intermediaries.  We have deep M&A experience in numerous industries such as real estate, construction, renewable energy, technology, health care, insurance, printing, manufacturing, logistics, professional services, and others.

We handle transactions that often require extensive due diligence.  Our efficient systems enable us to tackle small or large due diligence projects.  We strive to build close long-term relationships with our clients and to help our clients achieve their business goals for each transaction.  Our deal experience includes handling sophisticated issues in such areas as tax, real estate, corporate securities law, banking, finance, and others.  We truly drive the deal as we work efficiently, creatively, and diligently to help close the deal.

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Private Equity & Debt Financings

We represent start-up or well-established companies in private equity and debt financing transactions.  These transactions include private stock offerings, investments made by private equity firms, bank secured debt financings, venture capital investments, partial shareholder buyouts, convertible debt offerings, and other financing transactions.  These transactions range in size from $1 Million to $25 million.  Prior to engaging consummating an equity or debt financing, we assist our client in formulating an optimal capital structure that sets the long-term strategic direction of the company.  Our experience with and knowledge of federal and state securities laws enables us to effectively counsel our clients on virtually any type of private equity or debt financing.  We prepare all necessary investment documents, securities regulatory applications, and assist our clients in successfully consummating their financings in a manner that meets all federal and state securities laws.

In addition to capital structuring and securities law compliance, we provide our clients with a full range of services in connection with their investment activities.  We maintain in-depth and current knowledge of the market for private equity, M&A transactions, and deal structures by continually participating in transactions.  In debt financings, we draw upon our significant banking experience in order to evaluate the effect of a leveraged transaction.  Because of our extensive contacts in the private equity and banking industries, we also frequently serve as the conduit between our client and the funding source.

In commercial real estate, we assist developers/promoters in developing an optimal capital structure that conforms to their goals, timeline, and exit strategy.  Drawing on our first-hand real estate development and investment experience, we also assist our clients in formulating those reasonable goals, timelines, and exit strategies.  From a contractual standpoint, we ensure that developers maintain managerial and operational control over their projects while they utilize investor funds to successfully complete projects.

We also represent our high net worth clients in evaluating proposed investments.  We draw upon our extensive experience in representing companies and real estate developers that raise capital for their projects in evaluating these proposed investments.  In such instances, we focus on the merits of the proposed investment, the credentials and financial strength of the promoters, and the optimal solution to securing the repayment of our clients’ investment dollars.  Taking a buyer’s side M&A type approach to the due diligence process, we fully evaluate not only the likelihood of success of the investment but also the financial and legal position of the company, promoters, and/or real estate.  We then prepare a brutally honest, thorough evaluation of the risks and rewards of the proposed investment.

We have the skill sets and the relationships to source, negotiate, and close private equity or debt transactions by maintaining and fostering long-term relationships with the transaction participants.  With a vision to future transactions, we support our clients’ efforts in maintaining and enhancing these relationships while fully protecting their interests in the transaction. We believe the challenges and complexity of private equity or debt financings require the results-oriented, high quality legal services that we provide on a daily basis.

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Commercial Real Estate (“CRE”)

We represent our clients in nearly every aspect of commercial real estate development.  Our services include formation of an LLC to purchase land, initial capital structuring, equity or debt financing, preparation of comprehensive operating agreement documenting the deal between principals and/or investors, performance of due diligence on land, preparation of land purchase agreements, facilitation of land purchase closing, construction or permanent financing, preparation and review of contractor or subcontractor agreements, preparation of lease or sale agreements for project parcels, and tax planning for sale proceeds.  Our clients include commercial and residential real estate developers, investors, contractors, subcontractors, and commercial real estate brokers.

We provide comprehensive CRE legal services in the following areas:

• LLC Formation

• Real Estate Acquisitions

• Real Estate Finance

• Development and Construction

• Commercial Leases

• Sales and Related Tax Planning

• Distressed CRE Acquisitions

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LLC Formation

We assist clients in the beginning stages of real estate projects.  Whether for development or investment, we form single asset limited liability companies for land or project acquisitions and memorialize the deal between partners in comprehensive operating agreements.  At this stage, we also consult with clients on their initial and expected long-term capital structure.  We assist our clients in developing an optimal yet conservative equity-debt mix that will help bring the project to fruition.  Often clients rely on our expertise for deal structures, which depend on the complexity, timeline, and size of the project.

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Real Estate Acquisitions

We regularly assist our clients in successfully structuring, negotiating, and closing commercial real estate acquisitions to commence projects.  Many clients seek our advice regarding not only the legal aspects of an acquisition, but also its negotiation and strategy aspects.  In advising clients on such matters, we utilize our understanding of the substantive areas of law that impact real estate transactions.  Further, our understanding of real estate enables us to provide a full-service solution to the client.  Typically, we assist our clients in clearly defining their exit strategy taking into account such factors as conservatively anticipated development costs, rents, cap rates, and market conditions before closing a proposed purchase transaction.

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Real Estate Finance

We represent real estate developers that raise equity and procure debt financing in connection with commercial real estate projects.  We deal with the full spectrum of real estate projects ranging from simple two person partnerships for small offices to syndicated retail or industrial projects involving complex capital and finance structures.  We represent high net worth individuals in connection with the purchase of office and industrial developments.  Because of our extensive relationships and contacts, we may also serve as a conduit to financing sources.  We have handled numerous complex debt financings involving conduit loans on large portfolios of commercial real estate located throughout the U.S.  We assist clients in the preparation of comprehensive loan applications and communicate directly with lenders on construction and permanent financing.

We have advised on numerous transactions involving the securitization of real property, including tenancy in common interests, entitled land sales, and syndications of real estate partnerships.  We often help our clients understand the status of their real estate partnership holdings.  Our technical expertise is combined with an in-depth understanding of the commercial real estate sector and our clients’ objectives.

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Development and Construction

We have substantial experience in the development and construction of a variety of property uses, including office buildings, shopping centers, residential developments, and senior care facilities.  On each project, we integrate our diverse real estate experience to make the project a success.  We help our clients focus on the business issues surrounding the project while we primarily concentrate on construction and builder contracts and related development documentation. We have represented commercial, retail, and residential developers, investors, commercial tenants, and other interested parties in connection with these projects. 

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Commercial Leases

We provide legal advice and representation with respect to all aspects of commercial leases, including the representation of landlords and small businesses that serve as tenants.  We also advise investors and developers concerning the operation of properties, often structuring arrangements for the management and leasing of commercial developments.  We have extensive experience in advising small businesses where the successful transfer of the lease is critical to the sale of the business.  We also have significant experience in representing tenants and landlords in office and retail leasing transactions.

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Sales and Related Tax Planning

At Business Law Ventures, we negotiate and document the sale of commercial real estate.  More importantly, we have a deep knowledge of potential tax issues involved in such transactions.  In the area of federal income taxation, we are experienced in offering clients a variety of structural options to meet the specific needs of any given transaction.  We are also experienced in structuring and implementing other planning techniques designed to minimize taxes.  These approaches can permit creative and flexible arrangements for the sharing of risks and rewards.  We have also advised clients with respect to 1031 Exchanges and other tax deferral mechanisms.

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Distressed CRE Acquisitions

Because of our unique and intimate relationship with a significant equity source, we assist our clients with the acquisition of distressed commercial real estate.  These transactions are primarily office and industrial properties in the Sacramento region and range from $10 Million to $20 Million.  We conduct thorough due diligence and document each acquisition.  We participate in negotiations with financial institutions and structure sophisticated workouts and rearrangements of relationships.  We remain involved as counsel throughout the value-add, refurbishment/completion, marketing/lease-up, and subsequent sale process.

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Transactional Tax Planning

We realize that tax is a significant factor in every business transaction.  We work with our clients and their CPA firm to develop and implement a pre- and post-transaction strategy that optimizes our clients’ tax situation.  We represent corporations, LLC’s, partnerships, and shareholders in all aspects of transaction-based tax planning. Our experience ranges from simple choice of entity counseling to complex structuring M&A and commercial real estate transactions.  We have extensive experience in ensuring that our clients pay no more than their legal share of tax in each transaction.  This may entail any number of creative solutions such as restructuring transactions, formation of new acquisition entities, re-directing cash flows, providing a legitimate basis for a long-term capital gains income characterization, implementing tax deferral mechanisms, and formulating other financially sound, tax-saving alternatives.

In CRE transactions, we have been instrumental in saving our clients tax dollars by performing immediately in order to meet 1031 Exchange time deadlines, drafting tenancy-in-common agreements for partners not participating in a 1031 Exchange, providing immediate solutions to bank and escrow requirements, and counseling real estate developers on the character of income derived from the project sales.

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Other Industry Niches

Our clients primarily consist of small to middle market businesses in the industries of construction, real estate development, medical staffing, printing services, manufacturing, retail, technology, health care, consulting, professional services, politics and lobbying, and financial management.  However, we have carved-out several unique industry niches that are set forth below:

Commercial Real Estate Professionals

We represent numerous commercial real estate professionals in the Sacramento region including individuals from Colliers International, Retail West, CB Richard Ellis, TRI Commercial, Cornish & Carey, and Grubb & Ellis.  We have provided comprehensive business and tax planning services for these clients.  Primarily, we have formed S-Corporations for tax purposes, formed LLC’s for real estate investments and partnerships, and prepared trusts and wills for estate planning purposes.  These clients are an important and significant niche of our client base and serve as a fabulous referral base to other clients.

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Renewable Energy

Due to the growth of the renewable energy sector and the crossover between renewable energy, technology, real estate, and tax, we have developed extensive knowledge and experience in the renewable energy sector.  Our clients engage in commercial and residential solar projects, energy farms, and alternative renewable energy technologies.  In a short period of time, we have developed in-depth energy industry knowledge to advise our clients in this constantly changing sector. We have participated in virtually every aspect of renewable energy projects including project finance with firms such as GE Capital, power purchase agreements with SMUD and PG&E, technology licenses, RFO processes and applications, engineering and subcontractor contracts, tax credits, renewable energy credits, private equity financings, operating leases, and real estate acquisitions.

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Indian Tribes

We have represented two federally recognized Indian tribes in their business matters.  For these tribes, we have primarily focused our services on joint ventures with non-Indian entities, business planning and expansion, acquisitions, tax, collection of bad debts, and real estate matters.  We have a deep and unique understanding of the business needs, internal functioning, and legal matters of Indian tribes.

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