Formation of Business Entities
Mergers and Acquisitions
Municipal Bond Offerings
Special Taxing Districts
Tax Increment Financing Districts
Contracts and Agreements
Life Cycle Representation
Linowes and Blocher LLP’s Business Transactions Practice Group counsels clients in corporate, securities and other business transactions matters, including business formations, financings, reorganizations and other matters arising in connection with the life cycle of a business entity. Our clients include corporations, limited liability companies, real estate investment trusts, business trusts and partnerships engaging in a wide variety of business enterprises.
Linowes and Blocher LLP assists clients through every step of a business transaction, whether it is a partnering transaction or joint venture, the acquisition and sale of an operating business, a capital raising transaction, or a merger, consolidation or reorganization. In addition we are leaders in structuring and use of various municipal bond financings.
Forming New Businesses
We advise our clients in the selection of the proper form of entity from a tax and business perspective. Our work includes:
- Preparing of organizational documents
- Obtaining necessary business licenses, tax identification numbers and satisfying other requirements for establishing a business
- Helping assure proper capital structuring
- Creating of shareholder and other agreements among business owners
We advise our clients in methods of obtaining equity or debt financing, whether that be through commercial loans, venture capital, private placements or other sources of capital:
- Preparation and review of financing documents, including loan agreements, preferred equity arrangements, joint venture agreements or the like
- Advice concerning compliance with federal and state securities laws
- Collaborating with other financial advisers, including investment bankers, accountants and consultants in structuring financing transactions and achieving optimal ways to raise capital
Our clients regularly turn to us to assist them in connection with different types of business reorganizations, whether that be a purchase or sale of assets, a purchase or sale of a subsidiary, a merger or consolidation, or a joint venture transaction. Some of our experience includes:
- Drafting of business acquisition/reorganization documents
- Due diligence investigation of target entities
- Advice concerning structuring from a financial and tax perspective
Our clients rely on us to advise them in the drafting and negotiation of a wide variety of agreements that enable them to carry out their business missions and objectives. These agreements include:
- Purchase and sale agreements
- Distribution agreements
- Employment-related agreements
- Licensing agreements
- Confidentiality and non-disclosure agreements
- Indemnification and hold harmless agreements
Municipal Bond Financings
Linowes and Blocher LLP occupies a unique niche in representing many real estate developers and property owners in structuring Public/Private Partnerships and the use of municipal bonds to finance the costs of infrastructure required for their projects. We are often called upon to work in conjunction with local government and developers to help create special tax districts and tax increment financing districts.
Members of the Business Transactions Group regularly assist in the formation of not-for-profit enterprises and advise such enterprises on issues including business, tax, employment, and financing issues, including the use of municipal bond financing. The firm is also counsel to local trade associations and advises them in a wide range of business-related matters which make them more effective in representing their members in their respective industries.
Life Cycle Representation
The firm prides itself on representing corporate and business clients through their entire life cycle from formation through winding down and dissolution. We can help with:
- Business succession strategies
- Structuring equity compensation and employment agreements
- Strategizing with business leaders to incentivize the next generation while recognizing the important goals of creating a lasting legacy
State and Local Business Incentive Programs
The Firm represents clients seeking to relocate or expand businesses into Maryland in obtaining tax incentives. grants and other economic development incentives from the State of Maryland and local jurisdictions, including job creation property and income tax credits, research and development income tax credits, enterprise zone property and income tax credits, cybersecurity investment incentive tax credits and manufacturing tax credits.