Our deep bench of business attorneys support large and small businesses across a wide variety of industries. Our clients rely on our experienced business attorneys to advise them at every stage of their growth and development—from start-up through sale or other business transitions—on a wide range of transactions. Whether you’re buying, selling, recapitalizing, or restructuring your business, our business team helps clients navigate contracts, agreements, and negotiations.
We routinely advise businesses on their day-to-day issues, including contract negotiations, handling licenses and intellectual property rights, crafting personnel strategies, ensuring employment-related compliance, and negotiating settlement of commercial litigation and collections matters. We work collaboratively with our clients to provide creative solutions to the myriad of legal and regulatory challenges businesses face every day.
- Business Formation, Structuring, Capitalization, and Governance
Our business team provides its clients with timely and insightful strategic advice on how to get businesses set up, structured, capitalized, and operating, so they can focus on their business goals. We make sure our clients understand the benefits, liabilities, and tax consequences of different business structures and financing options, working with them to maintain stability, maximize growth and profitability, and evolve as the terrain of the business environment changes over time. Below is just a sampling of the issues our team is prepared to help businesses tackle:
- Articles of incorporation, bylaws, and annual maintenance
- Blue sky compliance
- Board of directors, management, and shareholder governance
- Business structures, including limited liability companies and partnerships, C corporations, S corporations, cooperatives, professional corporations, general partnerships, sole proprietorships, and joint ventures
- Capital and tax structuring
- Debt, equity, hybrid, and exotic financing from institutional sources to private placements
- Executive compensation
- Exempt offerings
- Fiduciary duties
- Guarantees and guaranteed payments
- Leveraged and bootstrap acquisitions
- Private placements
- Restricted stock issues
- Security agreements
- Stock issuance and redemption
- Stock options
- Trademarks and copyright
- Venture capital from angels to institutions
- Succession Planning and Business Transitions
Owners who wait too long to plan their exits often pay the price in the end. The sooner you begin planning an exit from your business, the better. Our experienced succession planning team helps business owners as they plan and navigate the transition of their business. We assist clients in understanding the many options for ownership transfer, advising on the benefits and drawbacks of each in order to execute a successful succession. After educating our clients about various options, we assist in the decision-making process and prepare all the documentation to achieve our clients’ desired goals.
- Advising on and preparing state and federal individual, fiduciary, and inheritance tax returns
- Development of shareholder agreements
- Establishing family partnerships and limited liability companies
- Representation of corporate and individual fiduciaries and will and trust beneficiaries in probate litigation and other contested matters
- Structuring documents to achieve business transition goals and protect assets
- Structuring business reorganizations and recapitalization planning
- Tax Strategies
Jordan Ramis PC’s tax services focus on business and real estate transactions, as well as estate and business succession planning. Because many Oregon businesses are closely held companies, our expertise in sorting through the complications of these areas, including the tax implications, is a valuable resource for our clients. We work in tandem with tax professionals to minimize tax liability and maximize the overall financial well-being of our clients.
- Bankruptcy and insolvency matters
- Business transactions, including mergers, acquisitions, buy-outs, and corporate reorganizations and restructurings
- Employee compensation and benefits planning
- Estate and business succession planning
- Equipment leasing, project financing, structured finance, and synthetic leasing
- Executive compensation agreements
- Real estate transactions, including tax-free exchanges
- Tax planning for new and existing limited liability companies and partnerships, C corporations, S corporations, cooperative corporations, professional corporations, general partnerships, sole proprietorships, and joint ventures
FROM THE DIRT LAW BLOG
Building a Case for Damages Claims under RCW 64.04.020
November 1, 2019
With the Washington State Supreme Court’s recent decision in Church of the Divine Earth v. Tacoma, permit applicants challenging a jurisdiction’s decision may have a new approach to arguing a damages claim under RCW 64.04.020(1). In that case, the Supreme…
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Who Is an Independent Contractor?
January 15, 2016
An individual may be an employee for federal purposes and an independent contractor for state purposes or vice versa. This result substantially complicates the reporting requirements for the employee/independent contractor’s earnings.
Frequently Asked Questions About Employment Law
January 15, 2015
Businesses face significant challenges managing employees and complying with employment laws, which are fact-specific and often challenge common sense. The following illustrate some of the top human resource issues.
When a Key Employee Departs
January 15, 2014
Companies can enhance their rights and protections against unfair competition by identifying the company’s confidential and proprietary information, implementing safeguards, and entering into appropriate employment contracts.
Longevity Award Programs, IRC §457(f) Deferred Compensation Agreements
January 15, 2014
By developing a 457(f) plan and granting these benefits, the public employer has an additional tool to retain key personnel. The employee, on the other hand, receives benefits which reward loyalty to the employer, and recognize his or her leadership and management skill.
Internal I-9 Audit and Correction Instructions
January 15, 2013
An employer should periodically review, or “audit,” its I-9 forms to insure compliance with the law. In doing so, an employer may avoid future potential liability if it is ever audited by the DHS or DOL.
Opinion: Portland attorneys on why, in disaster law, failing to prepare means preparing to fail, Portland Business Journal
March 18, 2021
In an article that published on March 17, 2021 in the Portland Business Journal, James Howsley and David Rabbino write that business leaders should take steps now to plan for the next disaster.
Protecting Your Business – Noncompetition, Nonsolicitation, and Confidentiality and Nondisclosure Agreements in Oregon
February 22, 2021
The following is a review of the agreements or “restrictive covenants” potentially available to employers to most effectively protect their substantial business investments and resources.
Construction Liens in Oregon and Washington: What is Lienable, What is Not, and How to Protect Your Lien Rights
July 28, 2021
This article originally appeared in the July 23, 2021 edition of the Daily Journal of Commerce Oregon. As most construction contractors and subcontractors know, construction liens can provide important payment security and also the ability to recover attorney fees if…
“Oil and Gas Companies Should Prepare for More Climate-Related Congressional Investigations,” SHALE Oil & Gas Business Magazine
July 27, 2021
In an article published in SHALE Oil & Gas Business Magazine on July 24, 2021, Shareholder Gregory Zerzan discusses congressional investigations and how oil and gas companies should prepare for these investigations. “As long as a congressional committee is duly authorized and…
“Gregory Zerzan on CBDCs: A Digital Dollar Could Be a Huge Challenge to Retail Banking,” CrowdFund Insider
July 23, 2021
In an article published on July 22, 2021, in CrowdFund Insider, Shareholder Gregory Zerzan shares his thoughts on the upcoming House Committee on Financial Services’ hearing on Central Bank Digital Currencies (CBDCs), the potential for CBDCs and what policymakers will…
“Shareholders Defy SEC on Proposal Rule,” Agenda Week
July 15, 2021
In an article published in Agenda Week on July 6, 2021, Shareholder Gregory Zerzan was quoted discussing a recent lawsuit against the SEC claiming the “commission violated federal rulemaking requirements in altering the way shareholders submit proposals to be voted…
“Bitcoin Panel Discussion: What Are The Long-Term Prospects For Bitcoin?,” E-Crypto News
July 15, 2021
On June 14, 2021, Shareholder Gregory Zerzan was quoted in E-Crypto News discussing the long-term prospects for Bitcoin. “Price volatility has been a big part of the bitcoin story since the very beginning, and it seems too early to say…
The Cryptocurrency Market is Growing, Despite Regulatory Uncertainty
June 16, 2021
By Gregory Zerzan, Shareholder Shareholder Gregory Zerzan and Zachary King of Clear Markets Holdings co-authored an article that published in the ACC Docket on June 9, 2021 discussing the thriving cryptocurrency market “amid legal uncertainty as to what extent US…
Restaurant Leasing in a “Post-COVID” World
May 4, 2021
This article was originally published in the April 23, 2021 edition of the Daily Journal of Commerce Oregon. The impact of the COVID-19 pandemic upon the food and beverage industry has been well documented and is readily apparent. According to…
Supreme Court Re-opens Door to Private Cost Recovery Actions
June 1, 2007
By Chris Reive Spring 2007 The United States Supreme Court has resolved an issue that has vexed owners of contaminated properties and their lawyers for several years — can an owner who voluntarily cleans up a contaminated site recover those…
When the ICE Man Calls
June 1, 2007
Spring 2007 Recent media reports have described an increase in enforcement activities of the U.S. Immigration and Customs Enforcement (“ICE”) (formerly known as the Immigration and Naturalization Service). Recently, ICE has increased staffing levels in its Oregon offices (Medford, Eugene,…
Court Clarifies Employee’s Expectation of Privacy in the Workplace
February 1, 2007
Winter 2007 In a criminal case, an employee sought to suppress images of child pornography found on his workplace computer. The issue in the Ninth U.S. Circuit Court of Appeals case was whether an employee has a legitimate expectation of…
Hybrid Tax Update
November 18, 2005
Winter 2005 The Internal Revenue Service (IRS) has published initial guidance on claiming a federal tax credit for the purchase of certain fuel-efficient vehicles. The guidance applies to both the “new advanced lean burn technology motor vehicle credit” and the “qualified…
§1031 Exchanges for Fractional Interests in Real Property — Like Kind or Not?
May 1, 2004
Sellers of real property have long enjoyed the opportunity to defer recognizing the gain on a sale and thus, to defer paying capital gains taxes, by exchanging their property for other real property of a like kind. These changes typically…
Effective Business Succession Planning: Part I
November 1, 2001
By Brad Eriksen Fall 2001 In the previous articles, we addressed the necessity of proper succession planning to assure the continued viability of a business in the event of the death, withdrawal or retirement of an owner. We noted that…
CASES AND CLIENT STORIES
July 13, 2021
Our client, a community-based lender, was the principal lender to an innovative wood products facility along with multiple government entities.
July 6, 2021
We worked creatively with our client to create a commercial lease enforcement package that consisted of systematic steps and fixed-fee services for the client and our internal teams, reducing the overall costs for both parties.
July 2, 2021
Jordan Ramis’s understanding of our firm and industry means we experience great efficiencies; industry standards and previous cases encountered by others in our line of work are easily referenced.