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Practice Areas - Corporate

Our corporate work covers the full range of legal services, ranging from formation of business entities (including partnerships and limited liability companies) to contract negotiation and drafting, business counseling, purchase and sale of businesses, personnel and labor matters, and, when required, litigation.  We represent a panoply of businesses, including high-technology corporations, real estate developers, and several substantial not-for-profit corporations. We provide counsel on numerous tax-exempt issues, including real property tax exemptions, regulatory filings and general not-for-profit corporate issues.

We provide counsel on the structure for small closely held businesses and larger corporations.  We have formed many corporations, limited liability companies, and limited liability partnerships, and have helped clients through the organizational issues of by-laws and operating agreements in a number of different industries.

We have assisted our hospital, business and not-for-profit clients in developing appropriate corporate governance documents and rules and procedures for management.  We have participated in major corporate reorganizations and can focus on the issues pertinent to a given organization.  We rely on creative legal engineering to overcome the complex issues of corporate governance.

We provide:
General counsel for local business owners and not-for profit health institutions. 

Formation of all types of business entities:  We regularly assist in the formation of new enterprises ranging from sole proprietorships to health care providers to real estate developers to whatever else our entrepreneurial clients can dream up. We draft certificates of incorporation, by-laws, shareholders agreements, operating agreements, articles of organization and charters. 

As counsel for not-for-profit corporations, we provide the following services:
A free initial consultation for small, local not-for-profit organizations.

Establishing a foundation:  We help clients who wish to establish a foundation understand their options (funds functioning as an endowment, charitable trust, or not-for-profit corporation) and the respective advantages and disadvantages of each.

Incorporation as a not-for-profit corporation: We counsel small, local not-for-profit organizations on choosing a corporate structure that fits their needs and help assemble the required documents, including certificates of incorporation, by-laws, and corporate books and minutes.

Tax-exempt status:  We help our clients attain tax-exempt status as a 501(c)(3) organization by ensuring that they fulfill the requirements of the Federal Internal Revenue Code.

Fiduciary duties of Board of Directors:  We counsel our clients on the duties required of the Board of Directors by the Attorney General of not-for-profit organizations, including the three traditional fiduciary duties (duty of care, duty of loyalty and duty of obedience), new laws and proposed legislation as well as liability issues.  Not-for-profits should particularly be mindful of fiscal integrity and potential conflicts of interest.

Not-for-profit health institutions:  We serve as general counsel for large regional medical centers and continuing care retirement communities.  We advise on regulatory, contract, corporate restructuring, finance, license, HIPAA, and employment laws.  For more information, see our health page.

 

 




The contents of these web pages are provided for general informational purposes and do not constitute legal advice for specific cases, which should only be obtained from an attorney.

Copyright © 2008 Miller Mayer. Attorneys at Law
The Commons, 202 East State Street, Ithaca, New York 14850

phone: 607-273-4200, fax: 607-272-6694, E-mail: info@millermayer.com