Business Law & Transactions

Growth.  Protection.  Succession.

They are the common goals that unite an entrepreneurial start-up with the world’s largest companies.  They are essential elements of success for every one of our clients.  Boylan Code’s core value is the firm’s ability to help our business clients achieve their most important objectives - to create and sustain growth, to protect their assets and interests, and to support the transition of those assets to the next phase of ownership.  From formation through liquidity, we provide our clients with advice and legal solutions to protect and maximize the value of their businesses every step of the way and to help them achieve their most important business goals.

Industrial and service corporations, financial and governmental entities, and high-technology companies have relied on Boylan Code's legal advice to compete most effectively in a global business environment.

Whether you're launching a new business or looking to expand, merge, or acquire another company, our Business Law Group can provide the expertise you need to make your venture a success. We strive to be proactive in meeting clients' objectives and needs, and to provide the highest-quality services that are consistent with clients' business goals in a cost-efficient manner. Boylan Code's fundamental client service philosophy is to build a solid understanding of each client's business and industry to function as your trusted business counselors. We serve as your guide in selecting the appropriate structure and financing plans that will be most effective in helping you achieve your aspirations.

We regularly assist our business clients with services in the following areas:

• start-up and emerging growth companies
• mergers and acquisitions
• securities law
• employment law
• taxation and employee benefits
• copyright, trademark & licensing
• patent
• international transactions
• litigation
• business succession planning

capitalization and structuring of Emerging Growth Companies

For many years, the representation of start-up and emerging growth companies has been an important practice area for the firm. Boylan Code attorneys have worked with many technology companies, from startup to liquidity, and, in the course of such representation, have guided many companies through initial structuring, private and public financing rounds, intellectual property and employment issues, governance matters, mergers and acquisitions, and other services required by such companies. Boylan Code attorneys have long recognized that the representation of startup and emerging growth companies requires more than the rendition of legal services. We seek to provide services that add value to the enterprise and promote growth. To aid startup and emerging growth clients in raising capital, Boylan Code attorneys have developed and maintain extensive contacts with investments bankers, venture capitalists, angel investors, and other money sources that may be helpful to client companies in their capital raising efforts. In addition, Boylan Code was a founding sponsor of the North Coast Venture Capital Forum, and is a five-time sponsor of Digital Rochester's "Entrepreneurs and Angels" program. North Coast and the Entrepreneur and Angels program aid Western and Central New York companies seeking capital, and promote further development of contacts by Boylan Code attorneys in the investment banking, venture capital and "angel" communities, with a view toward making those money sources available to companies in our region. The firm is a member of the Upstate Venture Association of New York (UVANY), whose mission is to work with entrepreneurs, companies seeking funding, private equity firms and professionals in order to improve deal flow and facilitate greater availability of capital for all investment stages.

Mergers and Acquisitions

At Boylan Code, we are experienced in guiding companies through mergers and acquisitions on both sides of such transactions and have worked extensively with our clients in national and international transactions involving a wide range of products, intellectual property and services. Our attorneys have worked with clients to structure and close asset and stock acquisitions and dispositions, mergers and consolidations, leveraged buy-outs, partnerships and joint ventures, tender offers and proxy and consent solicitations. We routinely participate in many areas of the acquisition process, including due diligence review with special emphasis on environmental, tax, product liability, employment and labor, employee benefits, litigation and contract concerns; preparation of letters of intent; assisting in financing arrangements; structuring the transaction to ensure maximum tax and other benefits; and the preparation of contracts and related documentation.

Securities Law

Members of the firm's Corporate Finance group have performed a wide range of services for businesses seeking financing. These services have included advising clients and performing all legal services relating to such matters as: public and private offerings; financings with banks and other institutional lenders; mergers and acquisitions; leveraged buy-outs; "going private" transactions; corporate formation and "start-up" activities; limited partnership syndications for purposes of research and development, oil and gas, real estate, and passive income generation; offerings made utilizing the Internet; "34 Act" registrations and filings; proxy statements and other aspects of shareholders meetings; stock exchange registrations and related matters; compensation, incentive and benefit plans for corporate officers, directors, "insiders" and corporate employees; and other business financing transactions and related matters.

Employment Law

The attorneys in our Employment Law Practice Group are highly experienced in all matters pertaining to the relationship between employers and employees, and assist our clients in dealing with a broad range of issues concerning discrimination, compliance with labor statutes, hiring and termination procedures, and employment contracts. We represent clients throughout New York State, and in other jurisdictions as appropriate. Our attorneys are highly respected for their expertise in both federal and New York State job discrimination laws, and are often called upon to assist companies and institutions structure policies and procedures to prevent discrimination and sexual harassment claims. Our Litigation Practice Group also has significant experience in dealing with discrimination claims before EEOC, the New York State Division of Human Rights, and federal and state courts.

Taxation and Employee Benefits

Our firm has extensive experience in all aspects of federal and state taxation, from tax-exempt financing to corporate reorganizations. Our comprehensive employee benefits practice provides a full range of services to our business and not-for-profit clients. We represent clients in all aspects of their employee benefits plan work ... from designing and drafting plans in compliance with Internal Revenue Code and ERISA requirements to seeing them through any audit process or compliance program that may be required.

We regularly assist clients with the following types of plan development and implementation and have helped them establish specialized funding vehicles for particular benefit needs:

• defined benefit plans
• 401(k) and other defined contribution plans
• cafeteria plans
• insured and self-insured welfare plans
• VEBA's and other trust arrangements
• executive compensation programs

Another area of particular expertise is assisting clients in the use of ESOPs (Employee Stock Ownership Plans) and other stock plans to effect corporate reorganizations and buyouts as well as for meeting individual estate planning goals. Our attorneys are recognized authorities in this area, and are frequently sought as speakers for business and professional groups.

Copyright, Trademark and Licensing

The firm's Intellectual Property and Technology Practice Group is fully integrated with the firm's business law practice, and works with clients in the acquisition, creation, protection and licensing of rights in intellectual property. We assist clients in establishing, protecting, and enforcing their trademarks, service marks and trade names. We conduct appropriate searches to determine the availability of marks, prosecute state and Federal registration of marks, and negotiate and draft licenses and assignments. Boylan Code attorneys are experienced in counseling clients regarding a broad variety of works entitled to copyright protection. We work with our clients in determining how best to obtain, maintain, and enforce their rights in works such as computer software, works of art, literary works, maps, music, and images. We assist our clients in entering into licensing, joint venture, assignment, development, distribution, employment, and consulting agreements dealing with copyrightable works.

Patent

Boylan Code has a well-established working relationship with the highly respected patent law firm of HULSEY Intellectual Property Lawyers, P.C., an affiliate of Osha Lang, LLP, an international intellectual property law firm.

International Transactions

Our attorneys and paralegals have extensive experience in assisting businesses and individuals in dealing with international transactions including establishing subsidiaries and branches; acquisitions and sales of businesses; joint ventures; licenses; and agreements with vendors, dealers, distributors, suppliers, employees, and independent contractors.  We have worked with clients doing business in Canada, Latin America, Europe, and Asia.  We are also experienced with assisting our clients in international protection of their intellectual property, filing trademark applications under the Madrid Protocol and working with foreign counsel to obtain patent and trademark protection in various countries worldwide.  We work with our Immigration and Tax Practice Groups, as well as our network of international accounting firms and foreign counsel to effectively assist our clients.

Litigation

Our firm's extensive civil litigation practice includes representation of corporations (both large and small), lending institutions, and individuals in the defense or prosecution of claims before both federal and state courts, as well as governmental agencies. Our firm's Litigation Group is experienced in both the prosecution and defense of intellectual property claims, including patent, copyright and trademark infringement actions and trade secret disputes, and antitrust issues that frequently arise out of such claims. We treat intellectual property litigation as a complex commercial dispute, which needs to be effectively managed so that the client can continue to conduct its business without interruption while the claim is pending. Another area of particular emphasis and expertise is the representation of clients who are prosecuting or defending real estate-related claims including commercial mortgage foreclosures, land partitions, and actions to clear title or to enforce contracts of sales to real property.

Business Succession Planning

Most business owners meticulously plan and oversee their company's day to day operations.  They dedicate the majority of their waking hours and a substantial amount of their finances to their business.  In addition to being their most valuable asset, the business is part of who they are and how they define themselves.  It is this close connection that owners establish with their businesses that makes it so difficult for them to plan for the sale of their business prior to their actual departure.  However, at some point every owner leaves his or her business, whether voluntarily or otherwise. This is a difficult realization to come to and many owners avoid thinking about it altogether.  However, those who accept this reality and take the necessary steps to develop a successful exit plan will ensure that they receive the highest value for their business and provide financial security for their family.

Boylan Code attorneys specialize in wealth succession planning for business owners and provide consultative services to ensure the transition of assets from one phase of ownership to the next and, ultimately, to successive generations.  Whether through the sale of a company, a merger, an acquisition, or the use of other business succession tools such as ESOPs, our attorneys maximize the value of assets in a company and structure deals that provide the greatest benefit to our clients.  We provide customized services to business owners and key stakeholders to preserve and transfer wealth to their family members, including wills, estate and tax planning, family organizations, and our specialized “Family Compass” program for high net worth individuals.  Business owners, shareholders, and executives trust Boylan Code to grow, protect, and transfer their assets.