Corporate Law

The Corporate practice section of Bodker, Ramsey & Andrews assists clients with implementing plans for all aspects of the business operations and commercial transactions. Our clients range from small entrepreneurial and mid-size closely held companies to large publicly held corporations. We represent corporations, limited partnerships, joint ventures, limited liability companies, and businesses operating as sole proprietorships. We can provide corporate audits for existing entities to determine the current level of compliance and needs in connection with particular transactions or new matters. We also assist our clients with shareholder voting agreements, buy-sell agreements, and limited liability company operating agreements. For our regular corporate clients, we provide an efficient and cost-effective annual representation service whereby the firm acts as the official record-keeper for the company, serves as registered agent, and prepares the minimum documentations and filings necessary to keep the entity in basic legal compliance, all of which are provided at one low cost, annual fee.

We also assist our corporate clients with a variety of business services and contracts, including employment agreements, consulting agreements, confidentiality and non-disclosure agreements, separation and severance agreements, and policies and procedures manuals. We also can assist with review, negotiation and implementation of customer contracts and purchase orders.

Our corporate attorneys are also experienced in the review and negotiation of a variety of information technology (IP) contracts, including web hosting agreements, hosted services agreements, end user license agreements, and similar documentation used in a modern commercial setting, including software license agreements, and software developer agreements. We also provide IP due diligence in the acquisition or sale of a company or other technology transactions.

Our corporate clients work in a variety of industries, including manufacturers and distributors of industrial chemicals, home improvement and hardware products, automobile dealers, real estate developers, lending institutions, professional services providers (including medical practitioners, accountants, attorneys, insurance agencies and brokerages), computer solutions and software development and sales companies. We have the ability to understand our client's overall business needs, and strive to provide practical, cost-effective solutions necessary to deal with tax and other issues faced in today's business environment. We have the expertise to analyze the structure of contemplated transactions, and often simpler or more cost-effective approaches are recommended.

Typical services provided:

• Business Formation and Governance
• Business Co-Ownership Arrangements
• Mergers, Acquisitions, Distributions, Liquidations and Reorganizations
• Limited Liability Company, Partnership, Joint Venture and Shareholder Agreements
• Asset and Stock Sales
• Employment Agreements
• Vendor, Customer and Strategic Relationships
• License Agreements
• Employee Relations
• Employee and Executive Compensation
• Non-Competition, Non-Disclosure and Non-Solicitation Agreements
• Financing
• Franchising
• Compliance with Federal, State and Local laws
• Transition of Family Owned Businesses
• Business Legal Review and Audit

Contact Attorneys who Practice in This Area:

• Brian D. Bodker
• Timothy J. Ramsey
• William M. Osterbrock