Corporate & Taxation

McNamee Lochner provides a full range of legal services to both large and small businesses in all industries, including manufacturing distribution, construction, insurance, technology, health care and service industries. Our firm has extensive experience on the following issues:

General Business Law

Advising clients on all issues relating to day-to-day business operations including contractual matters, employee relations matters and legislative and regulatory compliance, as well as the drafting of franchise agreements, licensing agreements, distributorship agreements, sales agency agreements, employment agreements and lease agreements.

Mergers and Acquisitions

Advising clients on all forms of mergers and acquisitions, including the evaluation of potential transactions, the drafting and negotiation of letters of intent and purchase and sale agreements, and tax and regulatory compliance. Our firm has represented clients in connection with some of the largest transactions in the Capital Region.

Securities

Representing issuers in transactions involving private placements of equity, debt and asset-backed securities, including the drafting of private placement memorandums and compliance with the regulations of the Securities and Exchange Commission, and the Blue Sky Laws of various states.

Start-Up Companies

Representing individuals and businesses in connection with the formation of new businesses, including joint ventures, entity selection, general business planning, capital structure and financing, and asset protection.

Choice of Entity Selection

Assist clients with the selection and formation of all forms of entities including corporations, limited liability companies (LLC's), limited partnerships and partnerships, including professional corporations and associations, as well as drafting stockholder agreements, operating agreements, partnership agreements, buy/sell agreements and other related organizational documents.

Federal and State Taxation

Our tax practice includes all aspects of federal, state and local tax planning for corporations, limited liability companies, partnerships and individuals. In addition to providing tax advice with regard to corporate reorganizations, mergers, acquisitions and leveraged buy-outs, our firm provides tax advice on major projects, equipment financing, real estate financing and like-kind exchanges. McNamee Lochner has four attorneys with Masters of Law degrees in taxation, and two attorneys are Certified Public Accountants. We work closely with our clients' accountants to coordinate professional legal advice with appropriate tax planning considerations. Our firm also represents clients before federal, state and local taxing authorities in connection with disputed tax liabilities, private letter rulings, collection actions and offers in compromise.

Venture Capital

McNamee Lochner provides guidance to both businesses and individuals seeking venture capital financing and venture capital firms and private individuals seeking to invest in new and emerging companies. Our firm handles the drafting and negotiation of equity purchase and sale agreements, convertible debt and standard debt instruments, certificates of designations, shareholders agreements and other related documents to meet the expectations of the issuers and investors. Our firm has also represented businesses in the Capital District in connection with private equity funding and acquisition from venture capital firms throughout the country.

Succession Planning

Our firm assists businesses and individuals in connection with succession planning for the closely-held and family-owned business. McNamee Lochner's attorneys advise businesses on tax strategies, exit strategies, cash needs in the event of death, retirement or disability, asset protection and buy-sell agreements. Our firm has extensive experience in assisting closely-held and family-owned businesses "passing on the torch" from generation to generation, as well as the resolution of certain pitfalls including the grooming of a successor and inter-family disputes. Working with our Trusts and Estates Group, our firm provides extensive family estate planning, including the formation of family limited partnerships, to insure that the tax planning needs of both business owners and the estate planning needs of the owners are met.

Not-For-Profit Organizations

McNamee Lochner represents businesses and individuals in connection with the formation, operation and tax compliance of all forms of not-for-profit organizations, including public charities, supporting organizations and private foundations. Our firm counsels clients on all issues related to the operation of a not-for-profit organization including obtaining tax-exempt status from the IRS and compliance with the laws of the various states related to the solicitation of charitable contributions. Our firm also counsels clients on issues relating to the rules regarding private benefit, private inurement and excess benefit transactions.