Business and Corporate Law
Mirsepasy Law Offices is a general business law firm. In working with us, you will
find that we deal equally well with our client's day-to-day affairs and
with the extraordinary opportunities and challenges that confront business
people. Jeff Mirsepasy is experienced in handling the wide diversity of
transactions which come from our location in the Seattle metropolitan area and in a state whose economy exceeds the gross
national product of many nations. The diversity of transactions reflects
the broad pattern of business activity prevalent in Washington and the Pacific Northwest.
Through representation of a broad client base in service industries as
well as manufacturing industries, Mirsepasy Law Offices not only prepares documents
and advises clients concerning complex transactions, but routinely counsels
small businesses on virtually all of the legal problems they face. Jeff
also represents many clients before a wide array of government
agencies at all levels.
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Closely Held Business Entities
Jeff is experienced in the formation of closely held
corporations, limited liability companies, and general and limited partnerships,
and he also actively advises owners of these entities regarding a wide
range of transactions. Many closely held corporations have elected S Corporation
status under the Internal Revenue Code, and Jeff is familiar with
the special problems affecting these corporations and their shareholders.
Typically, Jeff Mirsepasy will assist in preparation of minutes,
contracts and agreements relating to planning for succession of ownership
in a closely held business, as well as working with your accountant to maximize
the benefits of ownership and minimize the effect of taxation on succeeding
generations of ownership.
In many closely held businesses, the Jeff is actively involved
in estate planning for family members, which enables a comprehensive approach
to advising family owned businesses.
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Mergers and Acquisitions
Firms enter into business combinations for a wide variety of reasons.
Many are in need of additional growth capability, which can be supplied
by new products, an infusion of capital or acquisition of new management;
others are interested in a business combination to maximize shareholder
value or to provide an exit for the ownership for retirement or business
continuity reasons. Whatever the reasons for considering a business combination,
the needs and goals of the parties should be examined by experienced financial
and legal advisors to establish a viable action plan. As the outlines
of this plan become apparent, expert tax advice is needed to determine
the consequences of various alternative courses of action. Jeff
works closely with clients to set a negotiating strategy which satisfies
the client's goals and takes into account market conditions, the tax impact
on all the parties and the financial condition of the buyer and seller.
The preparation and negotiation of purchase and sale or merger documents
is a key step in any business combination transaction, but should occur
only after the planning has been done and exploratory discussions have
revealed the likelihood of consummating a transaction. At this stage it
is critical to avoid an unintended commitment, such as a letter of intent
or term sheet which results in a misunderstanding between the parties
or becomes a source of litigation if the transaction is abandoned.
The variety of structures in the field of business combinations is virtually
unlimited. Besides the usual mergers, spinoffs, asset acquisitions, stock
acquisitions and consolidations, there are restructurings, leveraged buyouts,
venture capital infusions, takeovers and a formidable array of similar
structures often called by many different names. Jeff has over 15 years of private practice experience
in a wide array of these types of transactions and is knowledgeable in dealings with bankers, investment
advisors, accountants and others who are typically involved in these transactions.
The range of industries covered by these arrangements is as broad as the
firm's practice.
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Manufacturing and Distribution Agreements
Manufacturing companies are faced with a wide array of agreements in the
development, manufacture and distribution of their products. Many of these
arrangements involve joint ventures, output or requirements contracts,
take-or-pay financing arrangements, equipment leasing or franchising.
During the course of preparation and negotiation of these contracts, questions
frequently arise concerning the assessment of risks involved in product
warranties, joint developments of patents and know-how. Mirsepasy Law Offices can provide advise concerning distribution arrangements such as agreements
with manufacturers representatives, distributors, exclusive or non-exclusive
agents, as well as employee incentive sales agreements.
Joint Ventures and Franchising
The use of joint ventures as convenient and flexible vehicles to achieve
varied business objectives is becoming increasingly common, both in the
United States and internationally. Jeff is experienced in structuring
these ventures and in defining the scope of the relationship and the rights
and duties of the parties. Joint ventures are common
in a number of industries, ranging from health care to manufacturing,
construction, transportation and financial services. Many involve complex
considerations of tax planning and selection of the appropriate entity,
whether foreign or domestic.
Franchising is another means of sharing risk and providing rapid expansion
for business enterprises. For both franchisors and franchisees, there
are special risks that must be considered in the relationship, and particular
state and national laws that govern the formation and operation of franchises.
Jeff is familiar with these laws and experienced in handling the
problems of franchisees and franchisors in a number of industries, ranging
from food service to transportation and retail sales.
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