Corporate Law

Legal Representation in New York for the Transactional Needs of Businesses

The attorneys of Klapper & Fass apply their experience from litigating business disputes to drafting a wide range of sound commercial agreements. These documents include shareholder and partnership agreements, limited liability operating agreements, the purchase and sale of stock/partnership interests, non-compete agreements, restrictive covenants, and non-disclosure and trade secret agreements. We also can advise you on how to form your business entity, whether it is a corporation, limited liability company, or partnership. Our knowledgeable corporate law attorneys understand that agreements in New York or elsewhere must accurately express your intentions and be appropriate for your entity’s objectives.

Drafting Shareholder, Partnership, and Limited Liability Operating Agreements

General partnerships are created whenever two or more people agree to do business together for profit and share losses, even if they do not create a written agreement. Similarly, two or more people who choose to do business under the form of a corporation do not necessarily require a shareholder agreement. However, having an arrangement in writing may be crucial to the success of your business because it ensures that you and the business partners understand each other, including setting forth the partners' respective interests, responsibilities and obligations, as well as the operations of the business and the benefits to be offered. When this information is in writing, conflicts can often be avoided or resolved more efficiently and expeditiously.

Under New York Code, Article 8-A, Section 121-110 of the Limited Partnership Act, a limited partnership agreement must be in writing and signed by all general partners in person to be valid. Limited partners may, but need not, sign the agreement. No person will have any rights or be subject to the liabilities of a general partner who has not signed the partnership agreement in person or through his or her attorney in fact.

Under New York Code, Article IV, Section 417 of the Limited Liability Act, members of a limited liability company are required to sign a written document known as an “operating agreement.” The operating agreement works in much the same way that a shareholder or partnership agreement works, setting out the interests, obligations and responsibilities of each member.

When partners go into business together, they do not necessarily want to work with the partner's family. However, if a partner dies, his or her spouse or children may inherit that person’s share of the business, and they may not have the same skill set or vision as the original partner. A written shareholder, partnership, or operating agreement can provide for a buy-out in case a partner or shareholder dies, so that the surviving partner does not have to work with the family of the decedent and conflict can be avoided. Usually, in return, there is a financial payout to the family of the deceased partner.

Similarly, these types of buy-sell agreements can also include a provision for a buy-out in case one of the partners becomes disabled, wants to retire or simply wants to exit the business. The buy-sell provision provides for this flexibility by giving the remaining partner the option of buying the selling partner’s business interests but also protects the remaining partner(s) from having to do business with someone the remaining partner(s) do not know or want to do business with. Often, buy-sell arrangements provide for pay-outs over time and in case of death or disability may be funded by insurance purchased by the company for this specific purpose.

Non-Compete and Non-Solicitation Agreements

Non-compete and non-solicitation agreements are drafted by businesses that want to prevent their employees from taking trade secrets and other confidential information to competing companies when they leave, and to prevent departing employees from hiring away other trusted employees. The judicial system will enforce only those non-compete and non-solicitation agreements that are limited in scope and duration and are necessary to protect an employer's legitimate interests.

Through our specific experience in litigating non-compete and non-solicitation agreements, also known as restrictive covenants, our attorneys understand how to draft non-compete and non-solicitation agreements that are narrow enough that state courts are likely to enforce them. For example, if you own a textile company, you probably cannot restrict all your employees from working for other textile companies throughout the nation for 20 years after they leave your employment. By contrast, a non-compete agreement may be narrow enough for courts to enforce if it is reasonably narrow in location and duration or if it is given only to high-level employees who have access to trade secrets, restricting them from working for similar companies for a reasonable period of time after leaving your enterprise.

Non-Disclosure Agreements

Another important protection for businesses in our expanding world of international trade is an agreement that protects your business’ confidential information such as customer lists, suppliers and trade secrets and processes that your business is involved, as well as trade and business negotiations and dealings with other similarly situated companies in the United States and around the world.

Retain a New York Attorney Knowledgeable in Corporate Law

Businesses must utilize strong, precise agreements to ensure that they do not overextend themselves or enter into arrangements that are not practical. The business lawyers at Klapper & Fass represent Fortune 500 equipment lenders and finance companies in New York and throughout the nation, as well as large and medium-sized entities in the textile, real estate, public relations, advertising, construction, transportation, and credit industries. We maintain offices in White Plains and Manhattan and serve the five boroughs of New York City. Our clients also come from the surrounding counties of Westchester, Rockland, Dutchess, Orange, Nassau, and Suffolk, in addition to states such as California, Florida, Illinois and Texas. Contact us at 914.287.6466 or via our online form.