Kulzer & DiPadova, P.A.
76 E. Euclid Avenue, Suite 300
Haddonfield, New Jersey 08033-2342

P: 856.795.7744
F: 856.795.8982
E: info@kulzerdipadova.com

Business Transactions

The firm offers a broad range of tax counsel for business formations, mergers, acquisitions, and dispositions.

Business Formations

Business formations, a significant area of our practice focuses on both tax and non-tax ramifications of a particular form of entity based on the nature of the business. This includes forming business entities, determining the appropriate choice of entity, whether it be corporation, limited liability company or partnership, limited partnership, trust, sole proprietorship, individual client and not for profit organizations, and place of formation considering both federal and state tax consequences. Non-tax considerations include management structures, transfers of ownership, and business succession.

The firm offers a broad range of tax counsel for business formations and operations from day to day tax compliance and planning matters to complex recapitalizations prior to a public offering or sale. Our extensive understanding of the federal and state tax challenges to small and medium size businesses enables us to make recommendations and implement procedures to improve a company’s ability to either reinvest earnings or to maximize distribution to owners.

Business Sales and Acquisitions

The Business Sales and Acquisitions area of our practice includes representing our clients in the sale of their business, the purchase of a business or the merger of their business with another entity.  It also includes “divisive reorganizations”, which typically includes dividing an existing business among shareholders who wish to go their separate ways.

Our Business Sales services include:

  • Evaluating the pros and cons of our clients selling their business or buying another one.
  • Assisting in the preliminary negotiations, including purchase price considerations, and contract warranties and indemnifications.
  • Negotiating and drafting the confidentiality agreement and the letter of intent.
  • Negotiating and drafting the agreement for sale or purchase.
  • Structuring the transaction to achieve the best tax consequences.
  • Our goal is to ensure that our clients have peace of mind at the conclusion of a transaction that is most likely one of the most important events of their lives.

Buy-Sell Agreements

A properly drafted buy-sell agreements provide for continuity of ownership and management and for the affordable funding a significant buyout.

We counsel a business operating as a C or S corporation, a partnership, or a limited liability company.  We examine with our clients the benefits of a buy-sell from the perspective of each party that can have an interest in the agreement.

A buy-sell agreement also provides a mechanism for determining the purchase price and providing a funding source, primarily through life or disability buy-out insurance or seller provided financing so that the liquidity needs of the business and its remaining owners will be manageable.

Among the steps in creating a sound buy-sell agreement are:

  • Choosing the right type of buy-sell agreement
  • Developing an appropriate formula or method to set the value of a business interest
  • Funding purchase obligations under a buy-sell agreement
  • Planning the tax consequences for the entity and the departing owner
  • Examining special concerns when dealing with family-owned businesses
  • Using a buy-sell agreement to establish the estate tax value of a business interest

Business Succession Planning

A properly designed Business Succession Planning provides for a client’s retirement and the transfer of the business to the next generation of business owners, whether family, business colleagues or key employees. We assist clients with their business succession planning, helping them establish a smooth transition between them and the future owners of their business.

Business transition and succession planning is also an important area of our practice. This includes shareholder and buy-sell agreements, partnership agreements, limited liability company operating agreements, employment agreements as well as the various forms of incentive compensation programs available for business owners.

In this regard, the planning does not focus solely on tax considerations but also the business needs of the company and its owners. Finally, with our extensive experience in estate planning, we have a unique ability to match business succession with family tax planning objectives.

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