Closely Held Business and Entrepreneurial Services

Closely held and emerging businesses face a number of unique challenges, from start-up to succession planning. Troutman Sanders’ corporate attorneys have a deep understanding of the needs of business owners, entrepreneurs and family-owned companies, and decades of lead-counsel experience helping clients navigate the range of legal issues such businesses typically encounter.

Our attorneys counsel closely held businesses on the full spectrum of transactional, corporate governance and general commercial matters, including the documentation, forms and contracts that are central to the modern-day practice of business law. Our clients are located throughout the United States and have interests in a variety of industries, including manufacturing, life sciences, technology, real estate, defense, aviation, consumer products and transportation. Perhaps most important, many of the individuals and companies we represent are considered to be fixtures in the marketplace. As a result, we are well-versed in helping clients minimize the risks and maximize the opportunities associated with starting, growing and maintaining a competitive enterprise.

We advise clients on the full range of recurring and routine entity obligations and filing requirements, including annual reports, consent requirements and entity record book storage, updating and maintenance. This day-to-day collaboration significantly enhances the attorney-client relationship and further deepens our understanding of clients’ operations and objectives, all of which enables us to better anticipate and address their legal needs.

Many companies form LLCs and other structures intended to be treated as partnerships for tax purposes. Our attorneys have dedicated significant time understanding the intricacies of the applicable state and federal tax and corporate law provisions that govern these entities, and regularly draft, model and negotiate the terms of sophisticated allocation and distribution mechanisms. Such tax and allocation provisions, including so-called “safe harbor” and “non-safe harbor” alternatives, are commonly used in private equity and hedge funds and are increasingly included in real estate and other investment partnerships. We help clients understand the risks and benefits of these alternatives and also help identify and avoid unintended economic consequences associated with their use.

  • Represented Green Payments Company, LLC, a business engaged in selling and operating electronic payment-related software, in connection with a $2M equity investment by Union First Market Bankshares Corporation.
  • Represented Rehab Plus Associates, L.C., a physical therapy company, in connection with the asset acquisition of its business by a strategic buyer.
  • Represented Greenfield Senior Living, Inc., an assisted living facilities holding company, in connection with the negotiations of an incentive package, including a tax-free “profits interest” in existing assisted living facilities, for its senior executive.
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