MASSACHUSETTS
BUSINESS LAWYER

McGinn Law Offices’ offers a full range of corporate legal services including all forms of merger, acquisition, joint venture, and financing transactions, and all aspects of buying and selling businesses. We help our clients structure themselves and conduct their businesses in order to keep future options open, including securing future financing, preparing for growth through acquisition or exit strategies such as being acquired or going public.

In establishing a client’s corporate structure, we seek to optimize tax options while also attending to business and legal needs. We select the appropriate legal, business, and tax structure for each business, including advising on and representing clients on the formation and maintenance of all types of business entities, including traditional incorporation (both “C” form and Sub-Chapter S); Limited Liability Companies (LLP); Limited Liability Partnerships (LLP); and Professional Corporations (P.C.).

In addition we provide counseling in connection with transactional matters such as business asset acquisitions and sales, stock sales, mergers and acquisitions, consolidations, asset and non-asset based financing transactions, including SBA loans and equity financing, contract negotiations, and commercial lease reviews and negotiations.

The firm also assists clients in putting appropriate internal governance structures in place that meet the needs of founders and investors including essential organizational documentation, such as by-laws, votes and resolutions, annual filings, disclosures, blue sky filings, dissolution, stock authorizations. We also develop qualified and non-qualified stock option plans, shareholder agreements, stock splits and reverse splits. We can also advise on the requirements for, obtaining export licenses for technology, and import rules for foreign companies.

Every purchase or sale of a business is complex. No matter the size of the business is question, the careful buyer or seller has a long list of considerations to review to ensure that the deal is prudent and secure.

For both the buyer and the seller, the wise course of action is to obtain legal and financial advice early and often throughout the transaction. Early questions include the best way to structure the transaction, crafting a transaction timeline that works for all parties, and establishing sources of financing. A legal adviser will monitor the transaction as all documents are reviewed to complete the due diligence requirements. Finally, in the event the deal sours, it is important to have a seasoned business lawyer on board who is familiar with the history of the transaction and who can represent your interests in mediation, arbitration or a civil lawsuit.

The attorneys at McGinn Law, PC provide representation and advice for individuals and corporations in all tax issues with the Internal Revenue Service, the U.S. Department of Justice, Tax Division, and the Massachusetts Department of Revenue, including offer-in-compromise, payment agreements, settlements, seizures, liens, and tax appeals before various administrative tribunals, and state and federal courts at all levels.

We also represent clients in contesting state income tax liability resulting from their business activities, and in contesting and settling proposed sales and use tax liability. Our attorneys also have extensive experience representing clients in complex disputes before the Internal Revenue Service, Appeals Division and in all phases of litigation before the United States Tax Court.

Some examples of the tax issues our firm handles include:

• Federal and state tax audit
• Federal and state tax appeals
• Representation before the Federal Tax Court or the Massachusetts Appellate Tax Board
• Criminal tax or fraudulent tax investigations
• Tax collection or IRS enforcement defense and due process appeals
• Tax lien defense
• Offers in compromise

There is a tax aspect to almost every corporate transaction. Sometimes this tax issue may be clear, but more important are the significant tax issues that are often not obvious to anyone not trained as a tax lawyer. The full tax ramifications of business transactions need careful analysis and consideration of the situation and circumstances and the needs of the participants.

McGinn Law Offices’ tax knowledge is at the core of our transactional practice. We counsel on the full range of federal, state and international tax issues that arise in structuring transactions. We add significant value to these transactions by creating tax-efficient structures and by providing innovative, practical solutions to the tax issues that challenge our clients.

We develop tax-planning strategies that achieve our clients’ business objectives while using our knowledge of the tax laws to advance the economic efficiency of transactions. Knowing and understanding a client’s business, balance sheet and competitive profile allows us to appropriately balance tax considerations and transaction objectives to achieve the best possible results.

We also have significant experience with administrative proceedings before the IRS and state tax agencies, such as the Massachusetts Department of Revenue, and a successful track record in prevailing in tax controversies.

Business Taxation

We assist clients who are forming and running businesses to examine the tax ramifications of:

Entity Selection: Providing clients with advice and representation on the formation and maintenance of all types of operating and investment business entities, including traditional incorporations (both “C” form and Sub-Chapter S); Limited Liability Companies (LLC); Limited Liability Partnerships (LLP); and Professional Corporations (P.C.).

Developing Stock Plans: Planning for stock ownership plans, including qualified and nonqualified options and stock, executive compensation plans including restricted stock and the requirements for avoiding golden parachute payments penalties.

• Transactional Taxation
• Acquisitions and Dispositions: Buying and selling of businesses and business interests, by stock or asset purchases and sale
• Buyouts by management or leveraged by outside parties
• Taxable and tax-free mergers and acquisitions
• Debt financings and restructurings
• Private equity financings and investments
• Recapitalizations, redemptions, spin-offs, split-offs and split-ups
• Structuring international transactions and business operations for global tax efficiency

McGinn Law’s family business mediation services will provide you with a comprehensive program to resolve problems that have arisen in the course of running a partnership, family business, or a closely-held enterprise.

At McGinn Law we have the practical experience and academic skill to facilitate a successful mediation result. Our mediators understand that partnership or family business mediation involves complex business and personal relationships. McGinn Law mediators assist partners, family-owned businesses, and entrepreneurs to communicate and create effective business plans.

Mediation in business matters has similar benefits to other areas of mediation:

• Confidentiality
• Convenient and flexible meeting schedules
• Speed and efficiency
• Allows you to be in charge and control the outcome, not the court
• Save time and money
• Avoids litigation
• Resolves family disputes

Business mediation manages difficult communication issues that develop when business ventures are formed, when a business considers expansion, or when a business dissolves.  At McGinn Law, our mediators bring a business perspective to the mediation that helps creates a process in which mutually agreed upon resolutions can be created.   Ideally the business mediation process will foster an on-going and profitable relationship.

If you are involved in a business dispute, please consider our mediation services as the most cost-effective and comprehensive method to provide a complete and confidential resolution to all of your concerns.

Massachusetts Mediation Business Services

• Family Businesses Structures
• Sole Proprietorships
• LLP’s
• Family Companies
• Corporate Entities
• Buyout Packages
• Family Business Owners
• Transition Planning
• Business Dissolution
• Corporate Restructuring

The Massachusetts litigation attorneys at McGinn Law, PC handle a diverse array of civil litigation. At the outset of each case, we work with our client to assess strategy and develop a plan focused on the most cost effective steps to achieve the client’s goal.

Most lawyers know that litigation is not always the best option, but McGinn Law, PC knows that it needs to be an available option to protect our clients’ rights or assets.

The key to winning litigation can sometimes be the ability to prevent it with good drafting or with effective negotiations. The attorneys at McGinn Law PC have experience in preventing and handling disputes in all areas of general business and commercial law, and in the specialized legal areas of technology licensing, state and federal taxation and even divorce law.

We represent individuals, combined parties, and class action parties – both plaintiffs and defendants. We represent clients from pre-litigation through appellate stages (if required). We work in state and federal courts and before administrative agencies, such as the Internal Revenue Service and the Massachusetts Appellate Tax Board. We provide a personalized, cost-effective service and handle litigation matters carefully, efficiently and if necessarily, aggressively.

We also recognize that some cases are better served through alternative dispute resolution to reach speedier and more favorable resolution. For our clients we are accustomed to working closely with in-house corporate counsel, and we routinely establish budgets for litigation matters and monitor litigation costs closely. We also represent small businesses and individuals.

Our lawyers bring knowledge to all types of business cases:

• Complex business disputes
• Intellectual property cases such as trade secrets, trademark and copyright
• Non-competition agreements
• Business torts including claims under the Massachusetts unfair practices statute, chapter 93A
• Disputes arising out of the purchase or sale of businesses and real estate
• Complex product liability and personal injury matters
• Matters arising under the Uniform Commercial Code

We understand that litigation can exact a heavy toll on our clients, whether they are plaintiffs or defendants, and we work to accommodate our clients’ financial needs while, simultaneously, providing vigorous legal representation. Our basic principle is that whenever possible, cases should be settled at the earliest possible point.

We provide superior service by working closely with all of our clients to keep them informed throughout the process. We develop litigation plans that analyze the costs, benefits and risks of various strategies, provide an accurate assessment of likely results and outline specific milestones. Furthermore, our regular communication ensures timely updates on new developments and keeps the clients “in the loop” on refinement of strategy as changes occur in their cases. We will not just tell you what you would like to hear, we will tell you what you need to know.

Our primary goal in litigation is to reach the best possible outcome for our clients as quickly as possible, thus minimizing the expense to the client. We pursue a highly focused approach to identify key issues early and avoiding inefficient discovery practices. However, we recognize that some cases can’t be settled – and those we are ready and able to try, using all of the tools of our trade, including technology, to present our client’s position in the most favorable and effective way.